General sales conditions
Equipment and its hardware
Generalities
Establishment of the contract
These general conditions apply to every sale carried out by The Vendor and take priority over any conflicting clause found in a document or written statement that any party seeks to impose, in particular general purchasing conditions, save for exceptions agreed in writing and signed by the Vendor. No contract of sale takes effect until the vendor has accepted the purchaser's order in writing. Once accepted, an order may not be withdrawn without the vendor's consent. Where the purchaser opts to transmit an order via the Electronic Data Interchange (EDI) system supplied by the Vendor, the purchaser guarantees that any person who accesses The Vendor's EDI system using the purchaser's password, and who thereby validates the purchaser's EDI order, is authorized to sign all contracts on the purchaser's behalf and to place and/or confirm all orders through the Vendor's EDI system. Every action carried out by such a person through the Vendor's EDI system constitutes a valid action binding the purchaser, enforceable against it under its own terms. The purchaser must give the Vendor a complete list of such persons and notify The Vendor in writing of any relevant change. Any change to the contract requested by the purchaser requires the Vendor's express agreement. Placing the order signifies the purchaser's irrevocable consent; it may be cancelled only with the Vendor's prior express agreement. Should this occur, the purchaser will compensate the Vendor for all costs incurred (in particular specific equipment, design fees, labor and supply costs, and tooling) and for all resulting direct and indirect consequences. Furthermore, any deposit already paid remains the Vendor's property. The order belongs personally to the purchaser and may not be transferred or assigned without the Vendor's agreement. Within these general conditions, “Written” refers to any document produced by any means, whether on paper or in electronic form.
Specifications concerning supply
Details given in the vendor's catalogues, brochures and other promotional materials are provided for guidance only. The vendor retains the right to make any changes it considers appropriate, including after an order has been accepted, provided that the core characteristics and performance are not thereby altered.
Tests and receipts.
Costs relating to any tests and acceptance procedures requested by the purchaser are to be borne by the purchaser.
Quotation
Where a repair quotation does not lead to an order, the costs incurred in preparing it — such as dismantling time, reassembly time and travel expenses — are billed at the rates then in force, which will already have been disclosed to the purchaser.
Delivery
Delivery Conditions
Delivery periods run from when the order confirmation is sent and the deposit described in Paragraph 5 is received. Regardless of where the equipment is headed or the sale terms involved, delivery is considered to occur at the vendor's factories or warehouses. It takes place upon a simple notice of availability, given by any means. This notice serves equally for direct delivery of the equipment to the purchaser and for delivery of the equipment at the vendor's factories or warehouses to a carrier or transporter chosen by the purchaser or, failing that, by the vendor. The Purchaser is required to take possession of the equipment within ten days of that notice of availability. Should the purchaser fail to collect the equipment at the place and on the date fixed in the contract, provided this delay is not caused by any act or omission of the vendor, the purchaser remains obliged to make the payments set out in the contract as if delivery had taken place. In that case, once the equipment has been customized, the vendor will arrange storage for it at the purchaser's cost and at the purchaser's own risk. Delivery periods are given for guidance only, and under no circumstances will a delivery delay give rise to cancellation of the order, to damages, interest or penalties of any kind, or to reimbursement by the Vendor of amounts paid by the Purchaser, unless expressly agreed and confirmed in the order acknowledgement. The equipment comes with its instruction manual, which the user should read and understand before putting the equipment into operation.
Receipt
The purchaser is responsible for raising any claim within eight days of the delivery date, at which point the equipment is considered received. This acceptance confirms the absence of apparent defects.
Transfer of ownership and risks
3.1 - Until the full price has been paid, the vendor keeps complete ownership of the goods ordered under the contract.
3.2 - All goods sold by the Vendor are sold subject to Law No. 80-335 of the 12 May 1980 concerning ownership rights. Where a deposit has been paid, reimbursement will be made net of expenses that may have been incurred.
3.3 - As of delivery, the purchaser bears responsibility for any damage the goods may suffer or cause, whatever the cause.
3.4 - The goods may not be resold or transferred before full payment has been made, unless the vendor agrees in advance. Should a resale nonetheless occur, the vendor may exercise a right of succession and claim the debt directly from the end purchaser.
3.5 - Should the purchaser fail to pay by any due date, or breach this clause in any other way, the vendor may require the goods to be returned at the purchaser's expense until the purchaser has fulfilled all of his commitments. The vendor may likewise terminate the contract of sale outright by recorded delivery letter. Without prejudice to any other damages and interest that may result, in particular for custom-built apparatus, design fees, etc., the purchaser, in addition to returning the goods, will owe the vendor a cancellation indemnity set at one third of the unexecuted contract amount excluding tax, calculated as at the date of cancellation. The vendor may offset this indemnity against payments already received.
Transport and insurance
Any steps the vendor may need to take on behalf of and for the account of the purchaser regarding insurance, transport, etc… do not override the principle that delivery takes place at the vendor's factories or stores. Including the transport cost within the price does not, in principle, derogate from delivery being effected at the factories or stores of the vendor. Whenever the vendor personally arranges transport, whether or not the purchaser bears the cost, this is deemed to occur under a transport contract separate from the contract of sale. Where no instructions are given, the vendor will arrange dispatch in whatever way best serves the purchaser's interests. The equipment is insured only if the purchaser expressly requests it. In every case, the purchaser is responsible for carrying out all verifications, entering all reservations upon the equipment's arrival, and, where warranted, pursuing the transporter under the procedures set out in articles 103, etc. of the Code of Commerce, within the time limit set by article 105.
Price and payment conditions
Unless otherwise agreed, payments must be made to the vendor's registered address, net of any discount, and fall due under the conditions set out hereafter:
1/3 by cheque with the order (deposit)
1/3 payable by cheque upon delivery
The remaining balance, payable by cheque, transfer or accepted draft, falls due from the date of delivery, within the standard time limit of 30 days. Any clause or request seeking to extend payment beyond this time limit of 30 days, which reflects standard practice in the engineering industry, without justification from the purchaser, may be regarded as improper under article 442-6-7° of the Code of Commerce.
Sums paid prior to delivery are treated solely as a deposit and do not entitle the purchaser to cancel the contract of sale.
Payment delays
Payments are considered due, net of discount, at the registered address of the Vendor, pursuant to Law No. 2001.420 of 15 May 2001, known as the “NRE Law”. Failure to pay any instalment when due, or refusal to accept a letter of change upon its presentation, will result in:
firstly, the vendor may, at its discretion, suspend or cancel all orders currently in progress,
secondly, automatically and without any prior formal notice, a penalty applies equal to the most recent ECB interest rate increased by seven points, pursuant to directive 2000/35/CE, without prejudice to all damages and interests,
finally, the vendor may, at its discretion, terminate the contract of sale outright one month after sending the purchaser a final notice by recorded delivery letter requiring compliance with his obligations. In such a case, and without prejudice to all damages and interests, the purchaser, besides having to return the goods, will owe the vendor a cancellation indemnity set at 30 % of the price, calculated as at the date of the cancellation. This indemnity will be charged against payments already received.
Warranty
Length of the warranty
The vendor agrees to correct all faulty operation arising from a defect in design, the materials themselves or the workmanship (including assembly, where he is responsible for this operation), subject to the limits of the clauses hereafter. The warranty automatically lapses, and the declaration of conformity likewise loses its validity, if the purchaser has either used non-original replacement parts, or carried out overhaul or modification work without the vendor's written agreement.
The warranty is excluded:
where damage results from insufficient maintenance and inspection, or more generally from any handling that does not conform to the manufacturer's written instructions (including the instructions for normal use given in the instruction manual),
for defects arising wholly or partly from normal wear of the part, or from damage or accidents attributable to the purchaser or a third party,
where force majeure occurs, as defined under article 9.
Where the equipment is used outside metropolitan France, the vendor may adjust the length and the terms of the warranty defined in the current conditions. Unless stated otherwise, no warranty applies to second hand equipment; the warranty ends once the equipment is transferred by the first user.
Obligations of the purchaser
To claim under the warranty, the purchaser must notify the Vendor by recorded delivery letter within eight days of noticing a problem and give him every means needed to check and remedy it.
Warranty duration and start date
The standard warranty period runs for two years. Depending on the type of equipment or its operating class, this duration may instead be expressed in hours of use. It begins on the day of delivery, as defined in Paragraph 2.1, and ends when either of two limits is reached: the two-year period, or the equivalent duration of use. Where the equipment is operated on more than one eight-hour shift per day, the warranty period may by agreement be shortened. If dispatch is postponed, the warranty period is deferred by the length of the delay; however, where such delay arises independently of the vendor's will, the deferral may not exceed three months.
How the warranty is exercised
Throughout its period, the warranty obliges the vendor to replace parts found defective after examination by its qualified technical personnel, or, at its option, to repair them free of charge. The warranty excludes all other service or indemnity. Warranty repairs are, as a rule, carried out at the vendor's workshops, and the purchaser is responsible for returning the equipment or the defective parts for repair at his own expense. Where work on the equipment takes place away from the vendor's workshops, the resulting travel and accommodation expenses for its agents will be invoiced to the purchaser. However, the vendor bears the labor cost of removing or refitting parts when this work is carried out by its own personnel or agents. Replaced parts become the vendor's property and must be returned to it at the purchaser's expense. Free supply of replacement parts covers dispatch from the vendor's factory only. Returning repaired equipment is at the purchaser's expense. Replacement parts and repaired parts are guaranteed under the same original conditions, for a fresh period of the same duration. For other components, a warranty intervention has the effect of extending the warranty by the period the equipment was out of service. For parts of particular relative significance, not manufactured by the vendor himself and bearing the trademark of specialist manufacturers, the warranty may vary according to that manufacturer.
Responsibility
The Vendor's liability is limited to direct damage to the equipment suffered by the purchaser, resulting from faults attributable to the Vendor in performing the contract.
The Vendor bears no responsibility for repairing the harmful consequences of faults committed by the purchaser or third parties in connection with performance of the contract. Under no circumstances can the Vendor be liable to compensate intangible or indirect damages, notably including loss of operation, of profit, hazard, commercial prejudice, or lost earnings. Where the penalties and indemnities provided for have been agreed by common accord, they constitute full and final compensation, given in full discharge, and exclude all other sanctions or indemnities. Except for bodily injury and gross negligence, the Vendor's civil liability, for all causes combined, is capped at the amount invoiced and collected for the defective supply. The purchaser guarantees that its insurers or third parties in a contractual relationship with it will waive any recourse against the Vendor or his insurers beyond the limits and exclusions set out above.
Force majeure
Neither party to this contract may be held liable for delays or a failure to perform its obligations hereunder where that delay or failure is the direct or indirect effect of a case of force majeure, understood in the broadest sense of French case law, such as:
the occurrence of a natural disaster,
earthquakes, storms, fires, flooding, and the like….
armed hostilities, war, civil unrest, attacks,
labour disputes, a full or partial strike at the premises of the vendor or the purchaser,
labour disputes, a full or partial strike affecting suppliers, service providers, carriers, the postal service, public services, etc.,
a binding order imposed by the public authorities (import ban, embargo),
operating accidents, equipment breakdowns, explosion,
failure by supplier.
Each party will notify the other party, without delay, of any case of force majeure of which it becomes aware and which, in its opinion, is likely to affect performance of the contract.
Contestations
The parties agree to try to settle their disputes amicably before resorting to litigation. Failing an amicable agreement, all disputes will fall under the jurisdiction of the Tribunal de Commerce de DREUX or the Tribunal de Commerce de LILLE, regardless of the conditions of sale and method of payment, even in cases of appeal in warranty or multiple defendants. Only the French-language version of this document is authentic.
Replacement parts
The provisions set out under title A also apply to replacement parts, except for the following clauses:
1 - Contract Formation
If there is no written document, the vendor's dispatch of the goods will be taken as acceptance of the order.
2 - Payment Conditions
For payment purposes, prices are quoted on a cash-on-delivery basis.
3 - Warranty
Replacement parts whose installation is not carried out by the vendor are not covered by any warranty.
4 - Availability
Spare parts orders will be fulfilled subject to stock availability.
Spare parts for the equipment delivered will be offered for sale only while the said equipment remains in production, and the vendor is under no obligation to guarantee sale for any minimum period.
Intellectual property rights
All rights, title and interest in any copyrights, design rights, patent rights, database rights, know-how, trade secrets and other intellectual property rights relating to the Equipment shall remain vested in and be retained by the Seller. Without the Seller's consent, none of these intellectual property rights shall be used for any purpose other than selling, installing and servicing the Equipment. Nor may they otherwise be used, copied, reproduced, transmitted or disclosed to a third party. The Buyer may, however, pass on the documents or software to a third party to whom the Buyer sells the Equipment. The Buyer may not use the Seller's trademarks, domain names or trade names without the Seller's prior written consent.