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Unless stated otherwise in our letters, all orders received and all contracts processed by us are subject, without exception, to the General Terms and Conditions below which override all printed or handwritten clauses figuring in all letters and documents from our purchasers or contractors. Any special agreements or any waivers from our General Terms and Conditions must be stated by us in special written stipulations. The General Terms and Conditions defined below which are not expressly amended or revoked by these special stipulations remain fully and entirely in effect.
Retention of ownership: Except where expressly stated in an overriding agreement, ownership of our merchandise is not transferred until the purchaser has paid the full price thereof, plus all subsidiary or related amounts owing.
However, the principles governing the transfer of risks in the contract of sale notwithstanding, said risks are transferred to the purchaser as soon as our merchandise is made available to the purchaser or to one of the purchaser’s agents, or to a carrier acting on the purchaser’s behalf. The purchaser therefore agrees to insure this merchandise against all risks of loss, theft or damage whatsoever, for a value at least equal to the price thereof plus all subsidiary or related amounts. Moreover, although our merchandise remains in our ownership until it has been paid for, it is liable to be resold as is or following conversion by the purchaser.
As our retention of ownership is not effective against a bona fide subsequent buyer, the purchaser shall point out our right of ownership to their customer.
As a result of the above-mentioned provisions, the debts of our purchaser arising from the resale as-is or following conversion, or from the loss, theft or damage suffered by our merchandise, are already transferred to us.
OFFERS
Our offers, in whichever form they occur (catalogues, price lists, quotations, designs, etc.), are made, unless expressly stated to the contrary, without any commitmment on our part with regard to prices, quantities and lead times.
ORDERS
Orders must be placed in writing or via telex. They are not binding upon us. We are only bound by the written confirmation of the order, comprising acceptance of the quantities, prices and lead times, and only within the limit of the technical and acceptance conditions communicated to us at that time.
PRICES
Our prices are ex-works or ex-warehouse prices and exclude packaging. Unless expressly stated to the contrary, our prices are firm until the delivery date anticipated in our order confirmation. Should the lead time be extended due to the purchaser, except where a special agreement is reached, our prices may be revised according to the formula:
P = Po (0.10 + 0.10 PsdB + xM + yS)
PsdBo Mo So
where:
Po = original price
PsdB / PsdBo = variation in the sundry products and services “B” index.
M / Mo = variation in the index of the raw material used in production.
S / So = variation in the salary index in the mechanical and electrical industries.
x, y = respective proportions of the material and labour used in the composition of the product.
The reference indices are those appearing in USINE NOUVELLE, the original indices (PsdBo, Mo and So) being the latest ones published as of the date of our order acknowledgement and the reference indices (PsdB, M and S) the latest ones published as of the invoice date.
DELIVERY
We are bound by the lead times that we indicate. These times begin on the day when agreement between the parties is complete and final. We cannot be held responsible for failing to meet these lead times in the event of force majeure, such as war, fire or flooding, epidemics, total or partial strike action at our premises or those of our suppliers, etc. Similarly, our commitment regarding lead times would be nullified either in the event of breach of the terms of payment by the purchaser, or should the purchaser fail to supply the documents, information, spare parts or raw materials required to execute the order in good time. The lead time will be extended by the duration of the inspections performed at the purchaser’s request by outside bodies.
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PAYMENTS
Except where stated to the contrary in our order confirmation, our products are payable by accepted draft at thirty days end of month following delivery. In the event of late payment, by virtue of the obligations laid down in article 3-1 of Act n° 92-1442 of 31/12/1992, the purchaser shall rightfully incur a penalty calculated by applying 1.5 times the legal rate of interest to the sums owed.
PENALTY CLAUSE
In accordance with article 1226 of the French Civil Code, we reserve the right in the event of cancellation of the contract by the purchaser to invoice the cost price corresponding to the state of progress of the order, including where applicable, the costs of storage and upkeep, increased by 50% of the overall amount, excluding VAT, of the order.
TRANSPORTATION
All transportation, insurance and handling operations are the responsibility of and carried out at the expense and risks of the purchaser who shall check the shipments on arrival and exercise any claims against the carriers where necessary. Where shipped by ourselves, this is done by carriage forward to the best of the vendor’s possibilities, in the name, on behalf and under the entire responsibility of the purchaser. Under no circumstances can the vendor be held responsible for the mode of transport chosen and rate charged by the carrier. In case of FREE shipment, the merchandise travels at the risks of the addressee who will be responsible for expressing any reservations to the carrier.
GUARANTEE
We guarantee the good condition of our products on leaving the factory or warehouse. We guarantee the purchaser against any fault in design or assembly of the produit, where this is done by ourselves, or any operational or material fault provided that the fault is notified to us within three months of commissioning and within no more than six months of the date of shipment of the product from our premises.
Where execution drawings are provided to us, our responsibility is restricted to execution in accordance with these drawings or, if applicable, with a drawing amended by us and accepted by the customer. We cannot be held responsible under any circumstances for the use that the purchaser makes of the product. We promise the purchaser that the faulty product will either be reimbursed at the contractual price or replaced, as we decide, following assessment by ourselves.
Should our service consist of one or more operations to be performed on parts belonging to the customer, and where these operations are considered faulty after we have assessed them, we agree to reimburse the price of these operations or to do them again free of charge on new parts supplied by the customer.
Our guarantee is strictly limited to the replacement or reimbursement of the faulty operations or parts and under no circumstances shall we be held in any way responsible for prejudice such as downtime of the purchaser’s plant, personal accidents, damage to property distinct from the object of the contract, loss of earnings, etc. Our guarantee does not apply to damage resulting from normal wear and tear of the equipment, deterioration or accidents arising from negligence or inadequate care, storage or supervision, or installation and disassembly not performed in accordance with good working practice. The guarantee is void if the equipment is altered or repaired without our approval.
DISPUTES
All disputes or protests will be judged by the Commercial Court of NANTES. The purchaser’s general terms and conditions of purchase, if any, the various methods of delivery or payment, and the place of signature of the contract and delivery, and in general, all waivers from these General Terms and Conditions of sale cannot operate either novation to or a waiver from this jurisdictional clause, even in case of the introduction of third parties or multiple defendants.
GENERAL TERMS AND CONDITIONS OF SALE
OUEST CONTINU 3042467 - 12/04
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