GENERAL SALES TERMS
The present sales terms form part of the contract and take precedence over any conflicting documents of the buyer which have not been accepted in writing by the seller. Any amendments which the parties might make to the present terms require express written agreement.
1. Drawings and documents
The weights, technical characteristics, prices, performance levels and other data contained in the catalogues, brochures, circulars, advertisements, prints, price lists are given as a guide. These data have a compulsory value only if the contract explicitly refers to them.
The offers are drawn up as a function of the specifications supplied by the buyer. The seller is bound only by signed written agreements under the company's letter heading. Unless agreed otherwise, the validity of the offer is one month.
3. Drawing up and performance of the contract
The contract is regarded as perfect when, on sight of an order, the seller has addressed a written acceptance to the buyer, or by the signing of the contract by the two parties. The coming into force of the contract will start after the cashing of the down payment specified in the order and will likewise, where applicable, be subject to the licenses of the official bodies involved in exports and imports and to the supply of the other documents specified in the contract, conforming and utilizable by the seller.
The contract will be performed in compliance with its terms. Any amendment must be the subject of a codicil accepted in writing by the seller.
4. Checks and tests
All checks, tests or inspections requested by the buyer are at his expense.
Unless agreed otherwise, the prices are net of tax for non-packaged equipment "made available in the works" or, in the case of export sales, according to the INCOTERM EX WORKS. They do not include duties, taxes, additional costs or levies of any nature whatsoever payable outside France. Unless stipulated to the contrary, the prices are expressed in the currency which is legal tender in France. For any invoice whose net amount, excluding taxes, is less than 46 Euros, a participation in the administration costs may be applied.
6. Payment terms
The contract determines the payment terms. Failing that, the following conditions will be applied: 1/2 when ordering, the balance on the making available in the works. Payment is constituted by the effective cashing of the monies into the seller's account. The payments cannot be delayed for any reason whatsoever, even in the event of a legal dispute, or be the subject of any compensation. The fact that a delivery or invoicing takes place after the 25th of the month does not authorize any particular date deferment. Any delay will give rise automatically to a penalty of 10% per annum on the sums still owing. It is pointed out that in France this penalty cannot be less than 1.5 times the French statutory interest rate. In addition the seller reserves the right to demand, in the event of a delay in payment, the immediate settlement of the debts arising from the contract, and/or of the contracts in progress with the buyer.Barring separate agreement, the payments take place at the seller's domicile, net and without discount, within 30 days of invoicing, with the exception of the down payment, which is due immediately. Each foreigner customer must pay the complete order amount before dispatching.
7. Delivery date
The date runs from the day on which the conditions on the coming into force of the contract are fulfilled. The seller is released automatically from any commitment relating to the delivery dates if the buyer does not meet one or more of his obligations under the contract, or in the case of major force or events or causes independent of the will of the seller. The latter will as far as possible keep the buyer informed of these events at the appropriate moment. Penalties for delay are due only if they are accepted in writing by the seller, they exclude any other reparation to which the buyer might lay claim.
Any packaging requested is always at the buyer's expense as a supplement to the agreed price, and are not taken back by the seller, save where particularly stipulated.
Save where stipulated otherwise in the contract, the equipment is delivered non-packed "made available in the works".
Subsequent operations, in particular those of transport, handling, bringing to the site, are at the expense and at the cost and risk of the buyer. In the case of export sales, the delivery is conducted according to the INCOTERM "EX WORKS". The risks linked to goods not collected are the responsibility of the buyer, and the storage costs can be invoiced to him by the seller, barring special agreement. In all cases it is up to the buyer to check the consignments on arrival and, where applicable, to make reservations concerning use to the carrier within 48 hours and to inform the seller of this immediately.
Any mention of INCOTERMS will imply reference to their latest version in force during the drawing up of the contract.
10. Industrial property
The seller is, and remains, the exclusive owner of the design work, model drawings and subsidiary document whatever their media, of which the buyer may have gained a knowledge in the context of the contract or an offer. They can be used only by the buyer and solely for the requirements of the performance of the present contract. They are confidential and cannot be communicated to third parties, in whatever manner, without the prior written consent of the seller, and must be returned to him if the contract is not signed, or whenever requested by him.
Any violation of these rules can be the subject of legal proceedings.
The seller guarantees his supply against any operating fault resulting from a defect in manufacture or design, in material or execution, for a maximum period of 12 months, after "making available in the works". This period will be reduced by half in cases of operation in continuous service. The guarantee does not cover normal wear and tear, including parts subject to wear. The guarantee on the components and sub-assemblies not manufactured by the seller is limited to that given by his supplier.
To invoke the benefit of the guarantee, the buyer must inform the seller immediately and in writing of the existence and the exact nature of the faults which he attributes to the equipment. Under the guarantee, the seller will repair, replace or modify at his choice the parts accepted as being defective by his departments. The guarantee does not cover the costs resulting from dismounting, remounting, transport and re-arranging operations. The replacement of one or more parts, whatever the reason, does not prolong the guarantee period.
The seller is exempted from any liability in cases of indirect and/or special damage such as losses of production, loss of earnings ..., caused to the buyer or to third parties. The amount of the compensation by the seller for the material damage caused to the client in the course of and resulting from the performance of the contract cannot exceed the amount net of tax of the sums charged under the contract. The client stands surety vis-à-vis the seller and his insurers for any claims by third parties for indirect or special damage or for material damage exceeding the above ceiling.
13. Right to ownership
The seller retains ownership in the goods sold up to effective cashing of the whole of the sums due. Failure to pay any of the instalments may lead to the reclaiming of these goods.
It is pointed out that the presentation of banker's drafts or of any other deed creating an obligation to pay does not constitute a payment.
Nevertheless, the transfer of the risks to the buyer operates as soon as the delivery of the equipment, as defined above, and responsibility for the corresponding insurances is incumbent on the buyer.
The buyer whose business consists in re-selling is authorized to re-sell the equipment, which re-sale entails the transfer to the seller of the debts resulting therefrom. He will inform his client of the existence of the present clause. Any unpaid bill will deprive him of this right. He can on no account give the equipment as surety or as other guarantee.
In the event of non-performance by the buyer of one of his contractual obligations, and particularly in the event of non-compliance with one or more of the payment instalments, the seller can automatically terminate the contract after a formal notice addressed to the buyer has remained without effect for a week
15. Development of commercial relations
The commercial conditions granted to the client do not constitute a commitment of the seller as to future conditions. In the case particularly of a payment incident, serious doubt as to the solvency of the buyer, commercial practice prejudicial to the seller, the latter can propose new conditions or not accept new conditions.
The seller has the option of sub-contracting the whole or part of the design work, supplies, services and works covered by the contract.
17. Law and disputes
The contract is governed by French law. In the case of a sale in France, all disagreements will come under the exclusive jurisdiction of the Commercial Court of Toulon. In the case of a sale outside France, any disagreement will be decided definitively according to the conciliation and arbitration rules of the International Chamber of Commerce, by three judges appointed in accordance with these rules; the language of the arbitration will be French and the venue of the arbitration will be Toulon.