Contents 14 sections
1. Acceptance
NRE Act no. 2001-420 of 15 May 2001 and Act no. 2005-882 of 2 August 2005
Unless we have agreed otherwise in writing beforehand, our services and supplies are automatically subject to these general terms and conditions, which prevail over any other conditions of purchase or order. Orders are only considered final once the quotation has been signed and approved by the customer. Any change to an order must be agreed in writing. Any change or cancellation made after manufacture of the order has begun shall be null and void.
2. Lead times
Lead times are given for guidance only and apply except in cases of force majeure or late payment by the customer. They cannot entitle the customer to compensation, price reductions or cancellation of the order.
3. Intellectual property
Act of 11 March 1957
Quotations, drawings, calculations, models, studies, plans and documents of any kind handed or sent to customers remain our property. Any use or execution of them, even in part, without our authorisation entitles us to damages.
4. Retention of title
Act of 12 May 1980 and Order of 23 March 2006
All materials and supplies remain our property until paid for in full, the customer being deemed to have expressly accepted this retention of title clause, in accordance with Articles 2367 et seq. of the French Civil Code. It is expressly agreed that our company may exercise the rights it holds under this retention of title clause, for any of its claims, over all of its products in the customer’s possession, including those partly incorporated into works, the latter being contractually presumed to be the unpaid ones; and our company may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to terminate the sales in progress.
5. Acceptance of works
Works are deemed tacitly accepted either upon payment of the balance or, in the absence of reservations by the customer sent by registered letter with acknowledgement of receipt, within fifteen (15) days following delivery or completion of the works, by item or by type.
6. Carriage and delivery
In all cases, even where goods are sold carriage paid, transport, insurance, customs and handling operations are at the customer’s expense and risk; it is for the customer to check shipments on arrival and, where appropriate, to exercise any recourse against the carriers. In the event of a dispute on delivery by a carrier, the consignee must record the exact reason for the reservation on the carrier’s delivery note and confirm the reservations made on the delivery note to the carrier by registered letter with acknowledgement of receipt within three working days following delivery. No general reservation will be accepted. No claim will be accepted if the formalities described above have not been complied with. Whatever the means of transport, and even when shipped carriage paid by the seller, our goods always travel at the consignee’s risk. Risk passes when our goods leave our premises. In the absence of reservations, deliveries are deemed to have been made correctly and in accordance with the delivery note. Unless otherwise agreed, goods supplied and accepted are not taken back. When ordering, the customer shall provide the exact delivery address, the name and mobile phone number of a person present to receive the delivery, and any site access constraints (opening hours, loading bay, shopping centre, construction site). Any change of delivery address after shipment, and any failed delivery attributable to the customer or the consignee (incomplete or incorrect information, absence, refusal, inaccessible site), will result in the carrier’s charges (instruction, redelivery, rerouting or return) being re-invoiced to the customer.
7. Returns and special situations
The return of stock items, at the customer’s sole initiative, automatically entails a deduction of at least thirty per cent (30%) of the invoiced value for return costs and damage caused. Such a return is only possible if the items and their packaging are free from defects. If, during the performance of an order or service, the customer cancels all or part of that order, the customer must pay for the part already performed. If, during the works, the customer instructs us to carry out additional works, these will be recorded in a new quotation signed by the customer as approval and will be invoiced separately unless otherwise stated. A partial dispute over an invoice does not release the customer from paying the undisputed part when it falls due.
8. Prices
Our prices are given without commitment as to duration, and our sales are always made at the price in force on the day of delivery. During the successive performance of our contracts, we reserve the right to revise our prices should labour, raw material or transport conditions change. Unless otherwise stipulated, our prices are always for goods sold and accepted ex works or ex our warehouses.
9. Payment
Article L. 441-10 of the French Commercial Code
Invoices are payable at the seller’s registered office. Our invoices are payable on the payment date stated on them. A fixed indemnity of €40 for recovery costs is due by operation of law from the first day of late payment, under Articles L. 441-10 and D. 441-5 of the French Commercial Code. From the day following the payment date stated on the invoice, the customer shall owe interest on the unpaid amounts, including VAT, at the rate applied by the European Central Bank to its most recent refinancing operation plus ten percentage points. Late-payment interest is due without any reminder being necessary. If a bill of exchange is not returned to us within ten days of its issue, the payment terms may be changed. Invoices are payable net, with no discount for early payment.
Payment by bank card is accepted free of charge up to €5,000 including VAT per order. Above this amount, payment is made by bank transfer; payment with a business card issued in the name of the customer’s company remains possible up to €20,000 including VAT, in which case the fees charged by our payment provider are re-invoiced to the customer at their actual cost and stated before payment.
10. Penalty clause
In addition, failing payment within the above period, or where the quotation is cancelled after a deposit has been paid, a fixed surcharge of fifteen per cent (15%) of the amount including VAT will automatically apply as a penalty clause, to cover recovery costs, with a minimum of three hundred euros (€300.00). This penalty becomes due as soon as a formal notice to pay is sent to the customer and entails the forfeiture of all contracts in progress and of their payment terms. All sums owed then become due.
11. Liability
We are bound by the legal warranty against the consequences of hidden defects in the goods sold or the service provided. Our liability is limited to the straightforward replacement of defective parts. For products not manufactured by us, our liability cannot exceed that of our own suppliers. The dimensions, colours and weights of certain materials or goods, which are subject to variations inherent in their nature or manufacture, are subject to customary tolerances.
12. Access to loading and unloading areas
The customer must make all necessary arrangements so that we can reach the place of performance or delivery of the order safely and easily. We accept no liability for any damage caused by one of our vehicles or our equipment at the place of delivery and/or performance of the order as a result of difficult access and/or unreported installations. The buyer is liable for any damage sustained by our vehicles.
13. Disputes
In the event of any challenge or dispute arising from the application of these general terms and conditions, the parties expressly agree to seek an amicable settlement to end their disagreement. If the disagreement persists, only the Commercial Court (tribunal de commerce) or the Judicial Court (tribunal judiciaire) of Tours (37), France, shall have jurisdiction to hear the dispute, both on the merits and in summary proceedings, even where there are several claimants.
14. EPR-PMCB compliance
The unique identifier provided for in Article L. 541-10-13 of the French Environmental Code, certifying our compliance with our extended producer responsibility (EPR) obligations, is: FR331965_04PGNA.