General terms of sale
GENERAL TERMS OF SALE
Any product order from our Company implies strict adherence to these general terms of sale (GTS). These terms override any other clause that might prevent their application and/or any clause to the contrary that may appear on contracts, documents or correspondence, as well as any other prior general terms that may appear on our documents or agreed to by any other means.
The stipulations of these GTS shall apply insofar as they have not been modified or completed by special terms agreed to by the parties and confirmed in writing by our Company, specifically in the Order Confirmation (OC).
Any and all orders must be submitted in writing. The sales contract is not final until our Company has sent an OC.
3.1. Unless the parties have expressly agreed to a firm deadline, the delivery periods cited in the Order Confirmations are given as estimates only. Exceeding these periods may not result in any penalties, damages or cancellation of the order.
3.2. Unless stipulated otherwise, our sales are made ex works (most recent version of the ICC Incoterms on the date of the OC. In all cases, and regardless of the applicable Incoterm, if the Customer does not take delivery of the products pursuant to the stipulations of the applicable Incoterm, or if the Customer does not provide the instructions necessary to fulfill our delivery obligation, then the risks and costs shall be transferred even before delivery.
3.3. We reserve the right to ship and invoice a quantity of products that may vary by up to 10% from the quantity appearing on the OC. The Customer shall take delivery of the quantity actually delivered within this range, and shall pay the corresponding price.
4.1. Without prejudice to any arrangements the Customer may make with the shipper as described in Article L. 133-3 of the French Commercial Code, we shall not accept any claim concerning an apparent vice and/or a shortage pertaining to the delivered products unless it is made in writing and sent by registered mail with return receipt within the period stipulated in the aforementioned article of said Commercial Code.
4.2. We cannot be held liable under any circumstances for events occurring during shipment such as destruction, damage, loss or theft, even when we have chosen the forwarder.
5. CLAIMS - RETURNS
5.1. The Customer must provide full proof of the alleged vices (whether hidden or apparent), shortages (in excess of the 10% tolerance), or nonconformity, as well as the date any hidden vice is discovered.
5.2. To be accepted, any claim must be formulated in writing within ten calendar days from delivery, in the case of nonconformity and/or apparent defect, or following the date of discovery of a hidden defect covered by the warranty.
5.3. The Customer may not return any product without our prior, express written agreement. They must be shipped by the carrier of our choice. We shall pay the return shipping costs if we or our agent verify the apparent or hidden defect, the shortages or the nonconformity.
5.4. Once we have agreed to the merit of the Customer’s allegations, we shall only be required to replace the articles not in compliance or containing hidden or apparent defects, and/or to provide the additional amount needed to make up for the shortage at our expense. We may also opt to grant a refund expressly limited to the value of the products in question. In all cases, the Customer may not claim any other compensation or cancel the order, and the indemnity owed may not exceed the value of the products replaced.
5.5. A claim made by the Customer, when made under the terms and conditions described in Article 5 herein, does not release the Customer from his obligation to pay the full value of the invoice when due. A refund shall be paid subsequently, if necessary, under the terms of Article 5.4.
5.6. Any defects or deterioration of the products delivered as a result of abnormal storage and/or holding conditions at the Customer’s premises, or those of his agent or representative, shall void our warranty.
5.7. The Customer, as a professional and with technical expertise, and knowing the use he intends to make of our product, assumes all risks and responsibility for the use of said product, either alone or in combination with other materials.
6. PRICE – PAYMENT TERMS
6.1. The prices indicated on our Order Confirmations are valid up to a maximum of one month from the date they are set. Unless otherwise stipulated, prices are understood to be before tax and EXW.
6.2. Unless otherwise expressly agreed, our invoices shall be due 30 days from the invoice date, without discount. In accordance with Article L. 441-3 of the French Commercial Code, payment is deemed to have been made on the date the funds are available to our Company. Therefore, it is the Customer's responsibility to do whatever is necessary, depending on the due date of the invoice or the method of payment, so that our Company’s bank account is credited no later than the due date. Unless a claim is made within ten calendar days, the Customer shall be deemed to have approved the billing documents transmitted by our Company.
6.3. Unless otherwise expressly agreed, no discount shall be applied to any payment received in advance of the contractual due date.
6.4. If payment is made after the due date, penalties for late payment shall be calculated from the day after the due date until the day payment is made, at a rate of 12% per annum (Articles L. 441-3 and L.441-6 of the French Commercial Code). A 40€ indemnity fee for collection costs shall be added to said penalties. These penalties shall be due upon receipt of our notice informing the Customer that we are charging said penalties. Any delay in payment, either partial or total, shall be considered a payment default, justifying the suspension of any deliveries in progress, after formal notice sent by fax has remained without effect for 24 hours (counted in business days). It shall also authorize us to suspend any subsequent deliveries or, as applicable, to demand payment in advance before shipping subsequent orders.
The failure to pay when due any payment instrument, invoice or installment, shall make all amounts owed payable, even if they are not yet due, automatically and without formal notice.
Moreover, in the event of partial or total non-payment of any invoice due, the products shall be immediately made available to us, unless we require the Customer to return them to us at Customer's expense.
In addition, eight calendar days after formal notice sent by registered mail with return receipt remains unanswered, the sale may be automatically cancelled at our discretion, without prejudice to any damages claimed from the Customer. The amounts already paid by the Customer shall remain acquired as initial damages, notwithstanding any others.
We reserve the right, during the performance of this contract, to demand that Customer provide any guarantee that we believe is necessary. The payment period granted to the Customer is always conditional on maintaining sufficient solvency until full payment of all sums due. Any circumstance that may result in a reduction of this solvency authorizes us: 1) to refuse any subsequent delivery unless paid for in cash before pick up (no discount shall be granted to the Customer), and 2) to consider all invoices already issued as due immediately, unless the Customer provides us with acceptable guarantees.
The Customer is required to notify us of any and all changes to Customer's financial position (pledge of funds, etc.). We reserve the right, based on the changes brought to our attention, either to request guarantees or to cancel the order, even if it has already been partially filled.
7.RESERVATION OF OWNERSHIP
We reserve ownership of the products delivered until they have been paid for in full including all taxes (principal and surcharges) as set forth in Article 6.2. Any clause to the contrary, particularly when inserted in the general purchase terms, is deemed not written in accordance with Article L. 621-122 of the French Commercial Code. By express agreement, we may exercise the rights we have under this reservation of ownership clause, for any of our claims, on all of our products in the Customer’s possession, these products being presumed to be not paid for. We may also take them back or claim them as indemnification for all our unpaid invoices, without prejudice to our right to cancel current sales..
During the period of reservation of ownership, since the risks are transferred at the time of delivery as provided for under Incoterms, the Customer, as custodian, must insure the products against all damage or liability. Customer's insurance policies must mention our status as owner. Any insurance benefits resulting from a loss shall be first used to replace the destroyed products. The Customer undertakes to provide, at our request, a certificate of insurance that meets the conditions described above.
The Customer is authorized to process the delivered products as part of the normal operation of business. However, if the products are processed, the Customer agrees to pay immediately the balance due.
The Customer must immediately inform us of any seizure, on behalf of a third party, of any products delivered under reservation of ownership.
8. FORCE MAJEURE
Events independent of the will of the parties, which the parties could not reasonably foresee and which they could not reasonably prevent or overcome, are deemed to be events of force majeure or acts of God insofar as their occurrence makes it totally impossible to execute obligations.
The following events in particular are cases of force majeure or acts of God, which release us from our obligation to deliver by the deadlines initially stipulated: strikes by all or some of our personnel or the personnel of our usual forwarders, fire, floods, war, production shutdowns due to accidental breakdowns, the impossibility to procure raw materials, epidemics, thaw barriers, road blocks, a strike or disruptions in the energy supply, or a break in supply not attributable to our Company, modification or refusal of delivery of export license and any other break attributable to our suppliers. In such circumstances, we shall notify the Customer in writing within twenty-four hours (counted in business days) from the date the events occur, and the contract shall then be suspended automatically without indemnity from the date of the event. If the event should last over thirty calendar days from the date of occurrence, the sales contract may be cancelled by either party and neither party may claim damages. This cancellation shall be effective on the date of delivery of the registered letter with return receipt rescinding the aforesaid sales contract.
9. OWNERSHIP OF DESIGNS
We retain full ownership of our designs, plans, writings and other documents and technical data that may neither be used by the Client, nor copied, reproduced, or communicated to third parties for any purpose or in any manner whatsoever without prior written authorization.
The Customer guarantees us against any third-party action, claim or lawsuit for infringement of a patent or any industrial property right relating to the plans, documents and technical data transmitted by the Customer. In return, we shall be responsible for the Customer’s defense against a third party action based on an infringement or any violation of the industrial property rights to our products, provided that we are notified by registered mail with return receipt requested within a maximum of ten calendar days following a third-party claim against the Customer, and provided the Customer furnishes us with all useful information and assistance in the proceedings.
10.FINAL DESTINATION / EXPORT CONTROLS
Some of our products are subject to final destination and/or export restrictions. Since their circulation is subject to special administrative authorization as a consequence, the Customer undertakes to take all appropriate measures in compliance with local regulations in force covering export controls. In addition, the Customer shall provide us with any information needed to fulfill our obligations with respect to exports.
11. JURISDICTION – APPLICABLE LAW
11.1. By express agreement, the Lyon Commercial Court in Lyons, France shall have exclusive jurisdiction for any disputes that may arise between the parties in their commercial relationships, whatever the delivery location, the payment method accepted, and even in the case of a warranty claim or if there are two or more defendants.
11.2. Sales are governed by the full body of French Law, except for Articles 29, 33, 34, 37, 39, 42, 44 to 52, 57, 74 to 77 of the Vienna Convention of April 11, 1980. In the event of a dispute arising from the interpretation or application of these clauses, the French language version shall prevail.
12. OTHER PROVISIONS
12.1. It is expressly agreed that, if one of the parties fails to meet one of its obligations, this may not result in the immediate end of all relations, such as the cancellation of open purchase orders and/or the cancellation of sales of products already delivered.
12.2. If a contract is entered into with an exclusivity clause in favor of the Customer, the first default by the Customer shall automatically end exclusivity, with no other formality.