General terms and conditions
for the supply of handling equipment (catalogued or specific)

A – CATALOGUED HANDLING EQUIPMENT AND DEVICES

These CONDITIONS are valid for the supply of CATALOGUED HANDLING EQUIPMENT AND DEVICES.

For SPECIFIC EQUIPMENT AND DEVICES, please refer to the corresponding conditions (see §B below).

1 – GENERAL

These general conditions apply to all contractual relationships between HUCHEZ (hereinafter referred to as “the Supplier”), and the client (hereinafter referred to as “the Client”), (hereinafter also referred to collectively as the “Parties” and each individually as a “Party”) and define their rights and obligations for the sale of catalogued equipment and devices (hereinafter “the Equipment”) and the associated services if any.

They are compliant with the rules of competition law.

In accordance with Article L.441-1 of the Commercial Code, the general conditions of the Supplier constitute the sole basis for commercial negotiation.

Unless otherwise agreed by the Parties, all orders placed with, or acceptances of offers from the Supplier entail acceptance of these general conditions.

Any purchase conditions of the Client have the value of a proposal.

No other document, derogating provision or other provision not included in these general conditions will be enforceable vis-à-vis the Supplier unless the Supplier has expressly accepted it in advance and in writing.

The particular conditions can result only from a negotiation based on these general conditions of sale.

Any derogation from these general conditions in favour of the Client is subject to valuable consideration.

2 - ORDERS, CONTENT AND PERFECTION OF THE CONTRACT

2.1 - Contractual documents

These general conditions and the particular conditions accepted in the terms referred to in Article 1 are contractual documents.

The following contractual documents apply in the following decreasing order of priority:

• the Supplier’s offer;
• these general conditions;
• the accepted order;
• the delivery note and the invoice;

The Supplier’s technical specifications form the technical basis of contracts unless specifically agreed otherwise.

Documents such as promotional documents, catalogues, advertising and prices not specifically referred to in the particular conditions do not form part of the contract. Information, photographs, weights, models, prices and drawings appearing in such documents are provided for purely indicative, not contractual, purposes and the Supplier reserves the right to make such changes to them as it sees fit, even after acceptance of orders, provided the essential characteristics and performances of the Equipment are not altered.

Where versions of documents exist in more than one language and where the interpretation of terms is called into question, the French version shall prevail.

2.2 - Offer, price and acceptance

Unless the Supplier indicates otherwise, its Offers shall be valid for one month. This period will also be considered to constitute the “fixed period” referred to in Article 1117 of the Civil Code.

Once this period has passed, the Supplier may alter the conditions of its Offer and update the price, taking account of the evolution of costs.

Prices are quoted before taxes, customs duties and expenses and the costs of transport, insurance and packing, (“Ex Works” or “EXW”). They are invoiced in accordance with the conditions of the contract.

The Client will be notified of any change in the price list two months prior to its taking effect. Unless a particular price has previously been agreed, all deliveries of catalogued products will be invoiced at the price referred to in the acknowledgement of receipt of the order.

In cases where it is necessary to carry out specific prior studies in order to produce an offer in line with the Client’s requirements but the offer does not lead to an order, such studies will be priced specifically.

The contract will be strictly limited to the supplies and services expressly mentioned by the Supplier in its offer or catalogue.

The Supplier reserves the right:

• to replace the products forming the object of the contract with products of an equivalent specification providing this does not lead to either an increase in the price or an alteration of the quality for the Client;
• and to entrust all or part of the studies, supplies or services forming the object of the contract to any subcontractor of its choice.

The contract is not perfected unless and until the Supplier has expressly accepted the order in writing (by any means) and the Client has paid the entire sum indicated in the sales Offer as being due upon ordering.

An expression of intent to order will not be treated as an order.

2.3 - Amendment, suspension, cancellation, resolution ipso jure

The order expresses the Client’s irrevocable consent. Any amendment, suspension or cancellation of all of part of the contract requested by the Client is conditional upon the Supplier’s prior express acceptance formalised in a written agreement taking account of any additional costs and timing differences that may derive from such change.

In the event of suspension, this agreement will also define how long the suspension will last and the Supplier will have the possibility of invoicing the proportional part of the order already undertaken.

In the event of total or partial cancellation, the Supplier will be entitled to demand execution of the contract and payment in full of the sums stipulated therein.

The Supplier also reserves the right not to accept an order or orders or to establish new payment terms if it considers that the Client’s solvency situation foreshadows a partial or total payment default and/or if the order comes from a Client with which it has had one or more payment incidents.

In the event of a serious failing on the part of either Party to fulfil an essential obligation, the non-defaulting Party may terminate the contract ipso jure after issuing formal notice which shall have remained without effect for 30 days specifying the alleged failing and stating the wish to terminate the contract by virtue of this Article. This provision shall not stand in the way of the right to seek damages for the harm and loss suffered as a result of the total or partial non-performance of the contract. Application of Article 1222 of the Civil Code, relating to the Client’s power to have the obligation carried out itself, is expressly excluded. No price reduction requested on the basis of Article 1223 of the Civil Code may be applied without the Supplier’s express prior agreement.

2.4 - Return of equipment

Returns, namely the taking back of merchandise and the issue of a credit note in favour of the Client, can take place only with the Supplier’s express, prior, written agreement and subject to all the following conditions being met:

• returns are admitted only for the standard products shown in the catalogue in force at the time of the request for return, with the exception of gantry cranes, jib cranes and hoists;
• the request for return must be sent to the Supplier within 30 days of the date of delivery;
• the Client must return the product carriage paid, costs and risks for its account, to the place indicated by the Supplier;
• the product must be returned in perfect condition, protected or packed in its original packing;
• the return does not exonerate the Client from its obligation to pay;
• The return gives rise to the issue of a credit note for the price of the products concerned, after verification of the condition of the products, less a flat amount withheld in respect of administrative handling and with a possible further deduction taking account, case by case, of the specific costs associated with the return and with storage of the products.

The Supplier’s consenting to the return of a given product does not give the Client the right to return any other products, even if they are identical.

Where catalogued Equipment has been technically modified to meet the Client’s needs, no return of such Equipment will be accepted by the Supplier.

2.5 - Unforeseen events and force majeure

a. In the event of an unforeseeable change of circumstances at the time of concluding the contract, making its execution excessively onerous for one or other of the Parties, they will negotiate the amendment of the contract in good faith. It is further agreed that such events include the following in particular, but without limitation: change in the price of commodities, change in customs duties, change in exchange rates, change in legislation.

If either Party refuses to renegotiate, or if attempts to renegotiate are unsuccessful, the Parties may agree to terminate the contract, with effect from such date and on such conditions as they may determine, or they may by common accord ask a court to adapt it.

Failing agreement within a reasonable time, the courts may, at the request of a Party, revise the contract or terminate it, with effect from such date and on such conditions as they may determine, in accordance with Article 1195 of the Civil Code. Consequently the Supplier declares that it does not accept the risk of such changes in circumstances in advance. No stipulation of firm price or any other mention may be interpreted as acceptance of this risk.

b. Neither Party may be held liable for delay in fulfilling or failure to fulfil any of its obligations under the contract if such delay or failure is the direct or indirect effect of an event of force majeure.

An event of force majeure is an event that is beyond the control of the affected Party, which could not reasonably have been foreseen at the time of signing the contract, the effects of which cannot be avoided by means of appropriate measures, and which prevents the fulfilment of that Party’s obligation.

Each Party shall inform the other Party, without delay, of the occurrence of any event of force majeure of which it is aware and which, in its judgement, is likely to affect the performance of the contract.

If the impediment is temporary, fulfilment of the obligation is suspended, unless the resulting delay is such as to warrant termination of the contract. If the impediment lasts for more than one month, the Parties must confer as soon as possible to examine in good faith the evolution of the contract.

If the impediment is definitive, the contract is terminated ipso jure in the terms provided by Articles. 1351 and 1351-1 of the Civil Code, if the affected Party agrees.

It is expressly agreed that the following in particular, but without limitation, are considered as events of force majeure:

• natural disaster;
• earthquake, tempest, fire, flood;
• armed conflict, war, civil strife, terrorist attacks;
• labour conflicts, general or partial strike by employees of the Supplier or the Client;
• labour conflicts, general or partial strike by employees of suppliers, service providers, carriers, postal or other public services;.
• imperative injunction of the public authorities (prohibition of imports, embargo. etc.);
• operational accidents, machine breakdown, explosion, cyber-attack;
• failure or deficiency of suppliers.

3 - COMPLIANCE AND TECHNICAL REGULATIONS

3.1 - Supplier’s responsibility

The Equipment delivered is compliant with applicable technical regulations and the technical rules for which the Supplier has explicitly stated compliance of the items of Equipment.

The manufacturer of the Equipment is solely responsible for the applicable technical regulations applying to its design and first placing on the market. In cases where the Supplier is the manufacturer, it assumes this responsibility.

The offer includes regulatory requirements, and more generally the safety requirements known by the Supplier when making the Offer. In the event that these requirements change between the presentation of the Offer and complete performance of the contract, compliance with the changed requirements shall not be borne by the Supplier, which will send the Client a complementary offer to this effect.

Similarly, if during the same period the Supplier receives information which it did not have at the time of making the Offer (full plan of the installation, accessories, etc.) any modifications or additional devices made necessary as a result will be the subject of a complementary offer and adjustment of the deadline.

In the same conditions, the Supplier assumes responsibility for the regulatory compliance of the components of the Equipment.

Any modification of the Equipment not authorised by the Supplier, carried out by the Client or a third party not approved by the Supplier, shall entail the cancellation of the CE compliance declaration issued by the Supplier. The replacement of a part having an impact on safety with a part which is not original also leads to the cancellation of this declaration.

The Supplier must provide the documents constituting the operating instructions (such as the user manual) in any form and on any support.

3.2 -  Client’s responsibility

The Client is responsible for commissioning the Equipment in such conditions of use as are foreseeable as normal in accordance with safety and environmental legislation in force in the place of use and with best practices in its industry. The Client is responsible for choosing the Equipment that corresponds to its technical needs and its implementation process, if necessary, and for making sure with the Supplier that the product is suitable for the application envisaged.

“Equipment is delivered together with the user manual regardless of its form and support”: the user must read it before commissioning.

4 - COOPERATION, INTELLECTUAL PROPERTY AND CONFIDENTIALITY

4.1 - Cooperation and statement of requirement

The Client, as a professional of the products or services it acquires, is responsible for defining and stating its and its clients’ requirements.

Before placing any order, it must verify that the Equipment it envisages ordering is appropriate to the use and commissioning intended, bearing in mind particularly the practices and purposes envisaged and the resulting constraints. It is obliged to provide the Supplier in writing with all complete, accurate and reliable information and particulars regarding:

• these requirements;
• the operating and environmental conditions in which the Equipment will be used;
• the composition and particularities of the products to be handled by the Equipment sold.

Compliance with the contract will be assessed on the basis of the Client’s fulfilment of these obligations. The Supplier cannot be held liable for the consequences of an error or omission in the documents provided by the Client. These obligations extend equally to such study, realisation and calibration phases as there may be.

These obligations apply equally to the Client’s agent or representative.

The Supplier will take note of the Client’s requests and will meet them within the limits of feasibility, compliance with the contract and best practices. It will inform the Client, to the extent of its technical knowledge, of the construction constraints and of any possible effects linked to the use of the Equipment that it knows about, taking account of the information it has received from the Client.

4.2 - Intellectual property

All intellectual property rights and the know-how contained in the documents provided, the products delivered and the services provided shall remain the exclusive property of the Supplier. Any assignment of intellectual property rights or know-how must be the object of a specific contract. The Supplier reserves the right to hold its know-how and the results of its research and development work and to make such use of it as it sees fit.

All plans, descriptions, technical documents or quotations sent to the other Party are communicated by way of a loan for the purpose of evaluating and discussing the Supplier’s sales offer. They may not be used for any other purpose by the other Party. These documents must be returned to the Supplier on first request.

4.3 - Confidentiality

The Parties reciprocally assume the obligation of confidentiality for all oral or written information of any nature and in any format (discussion reports, plans, exchanges of computerised data, activities, installations, projects, know-how, products, etc.) exchanged in the context of the preparation or execution of the contract, even in the case of unsuccessful discussions, except for information which is generally known to the public or becomes so other than through the fault or action of either Party.

Consequently, each Party undertakes:

• to keep all confidential information strictly secret, in particular never disclosing or communicating, in any way, directly or indirectly, all or part of the confidential information, to anyone at all, without the prior written authorisation of the other Party;
• not to use all or part of the confidential information for purposes or activities other than the execution of the contract;
• not to make copies or imitations of all or part of the confidential information.

The Parties undertake to put in place all such measures as may be necessary in order to ensure compliance with this obligation of confidentiality throughout the duration of the contract and for a further period of 5 years after its expiry or termination for any reason and guarantee compliance with this obligation by all their employees and subcontractors or other contractors. This obligation is an obligation of result.

Any non-compliance with this confidentiality commitment will constitute a breach of the provisions of Directive (EU) 2016/943 of 8 June 2016 on the protection of undisclosed know-how and business information (trade secrets) and law No. 2018-670 of 30 July 2018 transposing this Directive, with the provisions of which the Supplier and the Client undertake to comply.

4.4 - Advertising

The commercial relationship established between the Parties does not give either Party any rights to the sales materials, trademarks or any other distinctive sign of the other Party. Any use of these elements by the Party not owning them shall require the prior written approval of the other Party.

The use by either Party of these materials, trademarks and distinctive signs on documents such as advertising, catalogues, prospectuses, professional catalogues, etc. is subject to the prior express approval of the Supplier. Breach of the above provisions may lead, at the option of the injured Party, to suspension of the fulfilment of its obligations and, if appropriate, to damages for the harm suffered.

4.5 - Counterfeiting and unfair competition

Each Party guarantees that the elements it has provided or designed for the execution of the contract (plans, specifications, procedures and their conditions of implementation, etc.) do not make use of intellectual property rights or know-how held by a third party. They guarantee that they are able to make free use of them without breaching a contractual or legal obligation.

They mutually guarantee each other against the direct or indirect consequences of any action for civil or criminal liability, in particular resulting from infringement actions or unfair competition.

5 - DELIVERY, TRANSPORT AND RECEPTION

5.1 - Delivery times and conditions

• the date on which the acknowledgement of receipt of the order is sent;
• the date of reception of all the information, validations, materials, equipment, details of execution due by the Client or necessary to the execution of the contract, or, as the case may be, of the down payment;
• and the date of fulfilment of the prior contractual or legal obligations by the Client.

In the event that the Client fails to fulfil any of its contractual obligations, the Supplier is released, ipso jure, from any and all undertakings relating to contractual periods or deadlines.

Unless expressly agreed otherwise, delivery and realisation periods and deadlines are purely indicative. The Supplier will use its best efforts to comply with them, but delays relative to the timing stipulated cannot justify cancellation of the order, refusal to take delivery or termination of the contract, nor may they give rise to damages, compensation or penalties except in the event that these have been expressly agreed.

Unless otherwise stipulated in the contract, partial deliveries are allowed.

Packaging will be carried out in accordance with the Supplier’s standard. If the Client wishes to have specific packaging, it must expressly request it from the Supplier upon concluding the contract. The specific packaging costs will be borne by the Client. The Client undertakes to dispose of the packaging in accordance with local environmental legislation.

Regardless of the destination of the Equipment and the conditions of sale, delivery is considered carried out from the Supplier’s factory, “Ex-Works”, in accordance with the latest edition of the International Chamber of Commerce INCOTERMS in force on the date on which the contract is signed. Delivery is effected by means of a notice of readiness sent by any means. The Equipment may be delivered in the Supplier’s factory directly to the Client or to a carrier designated by the Client or, failing this, by the Supplier.

Unloading of the Equipment at the place of delivery shall be carried out exclusively under the Client’s responsibility and with its own means of handling.

Any storage operation requested by the Client will be subject to an express agreement providing in particular the financial conditions and the conditions relating to duration and risks, and possibly based on a scale of storage prices.

The Client must take possession of the Equipment within 10 days of the sending of the notice of readiness.

If the Client does not take possession of the Equipment in the place and on the date agreed, and providing such delay is not attributable to the Supplier, delivery shall be deemed effective and the Client shall be obliged to make the agreed payments. In such case, the Supplier may opt to store the Equipment, providing it has been separately identified, borne by and at the risk of the Client, and if necessary to assert the right of retention or the title retention clause.

The risks are thus transferred to the Client upon delivery as so defined, without prejudice to the Supplier’s right to rely on the title retention clause or to make use of its right of retention.

Whatever the delivery conditions, it is up to the recipient, at its own expense and under its own responsibility, to check the products or have them checked upon arrival. The Client is obliged to check, upon unpacking, the conformity of the products with the terms of the contract and must report any apparent or detectable defects or non-conformities to the Supplier.

Unless the Client submits a written claim within 10 days of delivery, the Equipment shall be considered to have been accepted.

In the event of damage or non-conformity with the delivery note, the recipient:

• shall note its reservations on the delivery note and immediately inform the Supplier in writing;
• shall inform the carrier of its reservations in the form and times established by regulations applicable to the form of transport, sending a copy to the Supplier.

The annotation “subject to unpacking” has no value vis-à-vis the carrier and cannot be admitted as a reservation.

In any case the Client must see to it that the equipment delivered is stored in conditions that ensure proper conservation and security.

5.2 - Transport, Customs and insurance

In cases where the Client has contracted the transport and assumes its cost, it shall be responsible for all monetary consequences of any direct action of the carrier against the Supplier.

Such measures as the Supplier may see fit to take in the interest and on behalf of the Client as regards insurance, transport, etc. shall be considered to have been taken if there is a contract distinct from the sales contract. In the absence of instructions, the Supplier will proceed to dispatch the Equipment in the Client’s best interests, carriage forward or “Ex Works” at the lowest rates.  In the event of a specific transport request, the corresponding additional costs will be passed on to the Client. In any case, transport is under the Client’s entire responsibility, the Equipment being insured only if the Client expressly so requests.

5.3 - Checks - Acceptance

All operations concerning acceptance, checking, trials and certificates are the responsibility of the Client and for the Client’s account.

6 - PAYMENT

6.1 - Payment terms and conditions

In the meaning of these general conditions and unless otherwise stipulated, payments shall be made to the Supplier by bank transfer, in euros, net and without discount, and are due in full on the following conditions:

• before dispatch for all first orders;
• 45 days from the end of the month in which the invoice is issued for subsequent orders.

In the event of deterioration in the Client’s financial situation observed by any means and/or attested by a significant delay or recurrent delays in payment, delivery of orders in progress will take place only against payment prior to dispatch.

In accordance with Article L.441-10 of the Commercial Code, the terms agreed between the Parties for settlement of sums due may not exceed 60 days from invoice issue date.

In accordance with this same Article, any non-payment of a sum due at the term agreed shall entail ipso jure and without prior notice, from the first day of delay:

• the application of delay interest equal to the most recent refinancing rate of the European Central Bank, plus 10 points, without prejudice to any damages that might also be claimed;
• the application of a flat charge for recovery fees in an amount of €40 (Directive 2011/7/EU of 16 February 2011, Law 2012-387 of 22 March 2012, and Decree 2012-1115 of 2 October 2012).
• when the recovery fees shown are greater than the sum of this flat charge, additional compensation, subject to supporting documentation. Furthermore, the remaining sums due will immediately become due and payable.

Payments in advance are made without discount.

Sums paid prior to delivery are considered down payments and do not therefore give the Client any right to terminate the contract.

6.2 - Title retention clause

The Supplier retains full ownership of the goods constituting the object of the contract until full and effective payment of the principal price and ancillary sums. Non-payment of any invoice falling due may entail the reclamation of these goods. Nevertheless, upon delivery, the Client assumes the risks of loss or deterioration of the Equipment and responsibility for such damages as it might suffer or cause for any reason whatsoever.

Until they have been paid for in full, the goods may not be resold or transformed without the prior agreement of the Supplier. However, if the resale of equipment is the Client’s usual business (as distributor), it may resell equipment that it does not yet fully own. Such resale must be made with a title retention clause in favour of the original Supplier, and the receivables arising from this resale will belong ipso jure to the latter in the event that the Client’s payments are delayed or cease.

7 - WARRANTIES AND RESPONSABILITIES

7.1 - Contractuel warranty

The Supplier gives a mechanical warranty, whereby it undertakes to remedy any functional defect of the Equipment stemming from defective materials or execution (including assembly or erection if this was entrusted to it), within the limits of the following provisions. To this end it may, at its option, repair or replace the defective parts.

Unless the particular conditions state otherwise, this undertaking applies only to defects that become evident within a period of 12 months from the delivery date, defined as the date of readiness.

The Supplier may, if it sees fit, convert this period into hours of use, depending on the type of Equipment or how it functions. In such case, the warranty shall expire on the earlier of: one year from delivery date or attainment of the number of hours of use.

If the conditions in which the equipment is used involve a working regime of more than one daily 8-hour shift, a reduction in the warranty period may be agreed.

In order to make a claim under the warranty, the Client must advise the Supplier without delay, in writing, of the defects it attributes to the product and provide whatever proof it has of the reality of these defects. It must give the Supplier free rein to observe these defects and assess whether the conditions of the warranty have been met and specify the operating conditions existing at the time these defects were observed.

The warranty is limited, at the Supplier’s option, to the repair or replacement of the parts returned to its workshops at the expense and for the risk of the Client and acknowledged by the Supplier as being defective. This excludes paint, surface coverings, wear and tear and defects resulting from normal use of the product.

Labour costs relating to the disassembly or reassembly of these parts shall be borne by the Supplier when these activities are carried out by its personnel or agents.

In cases where the Supplier has given its agreement to a warranty operation other than in its workshops, the corresponding travel and accommodation costs will be invoiced to the Client.

The costs of disassembly and reassembly of the Equipment and the logistical costs relating to the means of handling shall be borne by the Client.

The free supply of replacement parts is understood as Ex Works Supplier.

The replaced parts once again become the property of the Supplier and must immediately be returned to it after replacement at the Client’s expense.

The re-dispatch of Equipment not covered by the warranty shall be borne by and at the risk of the Client.

The warranty excludes any other benefit or indemnification.

The replacement or repair of parts under the warranty does not in any case extend the warranty period.

Replacement and repaired parts are guaranteed under the same conditions as the original parts, and for a new period of the same duration. For the other components, intervention under the warranty has the effect of extending it by the duration for which the equipment was immobilised.

For parts of particular relative importance not manufactured by the Supplier itself and which bear the brand of specialised manufacturers, the warranty, which may vary depending on the constructor, will be the same as that granted by the latter.

Where the Equipment is used outside mainland France, the Supplier may amend the extent and other conditions of the warranty as defined in these conditions.

Unless otherwise stipulated, no warranty applies to second-hand equipment; sale or assignment of the Equipment by the first user brings an end to the warranty.

In no case will a contractual warrant apply to parts that are assembled other than by the Supplier or a third party approved by it.

The warranty does not apply, and any liability of the Supplier is excluded, in the event of non-payment by the Client. The warranty may not be relied on by the Client to justify a default or delay in payment.

7.2 - Supplier's responsibility

The Supplier’s responsibility is strictly limited to its or its subcontractors’ compliance with the contractual specifications expressly agreed.

The Supplier’s responsibility for elements integrated with the Equipment by the Client and for the integration of the Equipment into a larger context or set of equipment is excluded.

The Supplier can be held liable only if the Client has first shown the existence of damage, of a fault on the part of the Supplier and that the former was caused by the latter.

The Supplier’s liability will be limited to the direct material damage caused to the Client by faults attributable to the Supplier in the performance of the contract.

The Supplier’s civil liability for all causes together except for bodily injuries and gross misconduct, is limited to 50% of the pre-tax amount of the supplies.

The Supplier is not obliged to remedy either the compensable consequences of the faults of the Client or of third parties relating to the performance of the contract, or the damage arising from the Client’s use of technical documents, information or data emanating from the Client or imposed by it.

In no circumstances will the Supplier be required to indemnify direct or indirect immaterial damage such as operating losses, loss of profit, opportunity cost, commercial harm, etc.

7.3. Exclusions from warranty and liability

All warranties and all liability of the Supplier are excluded in the following particular cases:

• unsuitability of the Equipment for its application;
• implementation, assembly, installation, use, manipulation or maintenance which is incorrect, unsuitable or non-compliant with the instructions which may have been provided by the Supplier or the manufacturer of the Equipment (notably installation, use and maintenance instructions), or with best practices for use;
• non-compliance by the Client, the user or a third party with applicable safety and environmental regulations;
• use of the product by the Client under operating and environmental conditions which are not mentioned in the contractual specifications,
• negligence, defective monitoring, storage or maintenance,
• the start-up or installation by the Client without the presence of the Supplier in cases where an intervention by the Supplier is provided, in particular for joint acceptance;
• the modification or repair of the product or the addition or integration of parts or elements by the Client, the user or a third party, without the prior written agreement of the Supplier;
• deterioration, defects or accidents attributable to the Client, the user or a third party or arising from parts supplied or imposed by the Client or a fault committed by the Client with regard to the execution of the contract;
• any error or omission in the specifications, the designs or the technical solutions imposed by the Client;
• an event of force majeure as defined in these general conditions.

All Equipment suffers normal wear and tear over time which leads to progressive deterioration of its performance. This deterioration cannot lead to liability or be the subject of a warranty.

7.4 - Penalities

If penalties and indemnification amounts have been agreed upon, they shall be flat amounts releasing the paying Party from all liability and excluding any other kind of sanction or indemnification. These contractual penalties will be capped and will be applied only to the portion of supplies or services in question.

7.5 - Waiver of recourse

The Client waives recourse and guarantees that its insurers and third parties in contractual relationships with it will waive recourse against the Supplier or its insurers beyond the limits and exclusions established in these general conditions.

8 - DISPUTES

The Supplier’s failure or forbearance to rely on one of the stipulations of these general conditions at a specific time cannot be interpreted as being a waiver of the right to exercise these conditions subsequently.

Similarly, the nullity of any of the clauses of these general conditions shall not affect the validity of the remaining clauses.

The Supplier and the Client undertake to try to settle their differences amicably before resorting to any other means of settlement. Except if the matter is urgent, if no amicable settlement can be reached within one month of the first request, either Party may request mediation or apply to the competent court. Failing amicable agreement, the Commercial Court of Beauvais (60 – Oise, France) has sole jurisdiction, whatever the conditions of the sale and the form of payment, even in the case of proceedings against a guarantor or plurality of defendants.

The contract and related documents are governed solely by French law.

B – SPECIFIC HANDLING EQUIPMENT AND DEVICES

These CONDITIONS are valid for the supply of SPECIFIC HANDLING EQUIPMENT AND DEVICES.

For CATALOGUED EQUIPMENT AND DEVICES, please refer to the corresponding conditions (see §A above).

1 – GENERAL

These general conditions apply to all contractual relationships between the Parties, namely HUCHEZ (hereinafter referred to as “the Supplier”), and the client (hereinafter referred to as “the Client”), and define their rights and obligations for the design, manufacture and sale of specific materials and equipment (hereinafter “the Materials”) and if applicable the associated services (hereinafter “the Study”).

They are compliant with the rules of contract law and competition law.

In accordance with article L.441-1 of the Commercial Code, the general conditions of the Supplier constitute the sole basis for commercial negotiation.

Any purchase conditions of the Client have the value of a proposal.

These general conditions take precedence over all contrary clauses formulated in any way by the Client if the Supplier has not expressly accepted them.

The placement of any and all orders implies the Client’s unreserved agreement to these general conditions.

The particular conditions can result only from a negotiation based on these general conditions of sale.

Any derogation from these general conditions in favour of the Client is subject to valuable consideration.

2 – OFFER - FORMATION OF THE CONTRACT

In its offer, the Supplier describes the conditions of the Study which is the subject of the Client’s request.

As a result, the Client must provide all complete, precise and reliable information not only on its needs, its operating conditions and environment, but also on the features of the products to bet processed with the Materials. This information is necessary to establish the technical and commercial offer by the Supplier (hereinafter “the Offer”).

Unless the Supplier indicates otherwise, the Offer has a validity period of one month. Beyond this, the Supplier has the power to alter the conditions of its Offer and update the price, taking the evolution of cost prices into account.

The sales contract is only complete and the final order received after:

• the Supplier’s acceptance of the Client’s order by any written means
• and the full payment by the Client of all sums indicated in the commercial Offer as having to be paid for the order.

The orders sent by the Client therefore only commit the Supplier after written confirmation by the latter.

The Supplier reserves the right to outsource all or part of the Materials which are the subject of the Study. In all cases, execution in accordance with the Offer is guaranteed.

Any quantitative or qualitative alteration of the order can only be made following written agreement from the Supplier.

No order cancellation can be accepted without the consent of the Supplier.

The Supplier also reserves the right not to accept one or more orders, or even to establish new payment conditions when it considers the solvency guarantees of the Client allow it to foresee a partial or full failure to pay and/or when the order is from a Client with which there have been one or more payment incidents.

Since the Materials will be manufactured on the basis of terms of reference corresponding to the technical specifications of the Client, no return of the Materials will be accepted by the Supplier.

3 – INTELLECTUAL PROPERTY AND CONFIDENTIALITY

Each Party will remain the owner of the previous knowledge that it has implemented for the formation and execution of the contract.

3.1 - Intellectual property

The Supplier is and remains the sole owner of the know-how of the projects, prototypes, software, design plans, drawings, and in general all documents and technical information of any nature transferred to the Client in the context of the Offer, whether a Study is subsequently completed or not. These elements are transferred strictly confidentially and may not, even partially, be communicated by the Client to third parties, or executed, without the prior written authorisation of the Supplier.

The drafting of an Offer and/or the undertaking of a Study does not entail the transfer of intellectual property or know-how held by the Supplier for the benefit of the Client. The Supplier remains the sole owner, unless there is prior written agreement between the parties.

Thus, unless expressly agreed, the Supplier can in no case be required to send to the Client, with the file of the Offer or with the Study, assembly, sub-assembly or detail diagrams, calculation notes, or any note or technical information related with the Material.

Only the elements and documents necessary for operation of the materials (installation, use, maintenance, scrapping) will be provided.

Except in the case of specific contractual conditions, all results, calculations, software, plans, drawings, elements or know-how obtained in the context of the Study and allowing the Materials to be designed and manufactured are the exclusive property of the Supplier, which may use them as it sees fit, including to respond to the needs of other Clients. On this basis, it may file any Industrial Property title it deems appropriate in its own name.

The Client acknowledges having taken due note of these rights and undertakes to respect them.

The Client is prohibited from reproducing or ordering the reproduction, in full or in part, of the patents, brands, designs, manuals and models, or any other industrial property right of which the Supplier is the owner or licensee, and/or transferring to third parties any information of any nature allowing the full or partial reproduction of these rights. 

3.2 - Cooperation of the parties

The creation of a Material, because it is carried out to respond to the specific needs of the Client, a competent professional in its speciality, is a delicate task which can only be completed thanks to close collaboration between the Parties.

This collaboration is based on the Client's defining its needs and the purpose sought, and communicating these to the Supplier, which will act with all necessary diligence under its duty to provide guidance and information to establish the Offer.

On this basis, the Client commits to providing all complete, precise and reliable information and details, not only on its needs, its operating conditions and environment, but also on the features of the products and procedures it must process and carry out with the Materials. In particular, the Client must proceed to carry out geological and climate studies of the sites and communicate all necessary information to the Supplier.

Satisfaction of its needs will largely depend on the information it provides.

As a result, the Supplier cannot be held responsible for an omission or error contained in the elements provided by the Client, in particular:

• difficulties accessing or setting up the installation,
• other existing or future equipment or supplies which may have an impact on the execution of the Study.

The Supplier's participating in preparation work with the Client (participation in ground surveys, etc.) will in no way entail its liability under the terms of the above provisions.

3.3 - Confidentiality

The parties reciprocally commit to the obligation of confidentiality for all oral or written information of any nature and in any format (discussion reports, plans, drawings, exchanges of computerised data, activities, installations, projects, know-how, prototypes, products, etc.) exchanged in the context of the preparation or execution of the Study, even in the case of unsuccessful discussions (hereinafter “Confidential Information”), except for information which is generally known to the public.

As a result, the Parties commit to:

• keeping all Confidential Information strictly secret, in particular never disclosing or communicating, in any way, directly or indirectly, all or part of the Confidential Information, of any nature, without the prior written authorisation of the other Party.
• not making copies or imitations of all or part of the Confidential Information.

The parties commit to taking all necessary measures in order to ensure compliance with this obligation of confidentiality during the whole duration of the Study and even after its expiry during a period of 5 years, and guaranteeing compliance with this obligation by all their employees and subcontractors or other contractors.

This obligation is an obligation of result.

Furthermore, the Client commits to:

• not using all or part of the Confidential Information for purposes or activities other than the execution of the Study.

Any non-compliance with this confidentiality commitment will constitute a non-compliance with the provisions of Directive (EU) 2016/943 of 8 June 2016 on the protection of undisclosed know-how and business information (trade secrets) and law No. 2018-670 of 30 July transposing this Directive, the provisions of which the Supplier and the Client commit to comply with.

3.4 - Counterfeiting and unfair competition

Each Party warrants that to its knowledge, the elements it has provided or designed for the execution of the Study (plans, specifications, procedures, and their conditions and implementation, etc.) do not use intellectual property rights or know-how possessed by a third party. They declare being able to freely use it without breaching a contractual or legal obligation.

They mutually guarantee each other against the direct or indirect consequences of any action for civil or criminal liability, in particular resulting from infringement actions or unfair competition.

4 – DELIVERY - TRANSPORT - RECEIPT

4.1 - Delivery times and conditions

The delivery times begin after sending acknowledgement of receipt of the order and receipt of the deposit established in the Offer. They are provided for information and in good faith, the Supplier making its best efforts to respect them.

If after studying the Offer proposed by the Supplier, the validation time by the Client exceeds 2 working days, the delivery time will be postponed by the number of additional response days.

Exceeding the time indicated cannot lead to the cancellation of the order, the payment of damages and interest, or penalties of any kind.

The Supplier is automatically released from any commitment related with the delivery times if the payment conditions have not been observed by the Client, or in cases included but not limited to cases of force majeure or events such as: lock-out, strike, epidemic, war, requisition, fire, flood, tooling accidents, breakage of parts which are important in manufacturing, interruption or delay in transport, or any other cause leading to full or partial stoppage of the Supplier or its own suppliers. The Supplier will keep the Client informed, in due time, of cases or events of this type. The case of force majeure leading to full or partial stoppage or the disruption of the factory from which the Material ordered from the Supplier originates, releases it from the obligation to provide the Material whose manufacture is suspended.

Packaging is carried out according with the Supplier’s standard.

If the Client wishes to have specific packaging, it must expressly request it from the Supplier upon concluding the contract. The specific packaging costs will be borne by the Client.

Whatever the destination of the Materials and the conditions of sale, delivery is considered carried out from the Supplier’s factory, “Ex-Works”, in accordance with the latest edition of the INCOTERMS in effect from the International Chamber of Commerce on the date of concluding the Study.

The delivery is carried out by simple notice of availability communicated by any means. Such a notice is sent directly to the Client or with the delivery of the materials in the Supplier’s factory to a transporter designated by the Client, or in the absence of this designation, chosen by the Supplier.

Unloading of the Materials at the place of delivery shall be carried out exclusively under the Client’s responsibility and with its own means of handling.

Whatever the delivery conditions, it is up to the recipient, at its own expense and under its own responsibility, to check or order the checking of the Materials upon arrival. The Client has the obligation to check, upon unpacking, the compliance of the Materials with the terms of the Study and must report apparent or detectable non-compliance to the Supplier.

In case of damage or non-compliance with regard to the delivery note, the recipient:

• will note its reservations on the delivery note and will immediately inform the Supplier in writing
• will inform the transporter of its reservations in the form and times established by regulations applicable to the form of transport, sending a copy to the Supplier.

4.2 - Transport, customs and insurance

In the absence of an agreement otherwise, all insurance operations are at the Client’s expense and risk, it being responsible for checking shipments upon arrival and, if applicable, making appeals against the transporters, even if the shipment was carried out Ex Works (EXW). It is also responsible for transport, customs and handling operations bringing it to the site in accordance with the Ex Works (EXW) INCOTERM in effect from the International Chamber of Commerce on the date of concluding the contract.

Upon simple request, the Client must send the Supplier a copy of the documents certifying that it is covered by insurance against these risks.

In case of shipping by the Supplier, the shipping is carried out by collection or Ex Works (EXW), at the lowest rates, unless expressly requested by the Client, and in all cases, under its full responsibility.

4.3 - Inspection Upon Receipt

The Client is bound to carry out legal acceptance of the Materials for which it has acknowledged compliance with the Study. The acceptance entails acknowledgement of there being no apparent faults.

The Client commits to receiving the Material in the place and on the date indicated by the Supplier.

In case of non-payment by the Client, the delivery with all its effects will be considered to have taken place on this date.

In the case of the Materials being made up of a set of products, this set may be subject to an overall acceptance, but each product may be subject to a separate acceptance valid for that element.

Each acceptance may be carried out with our without reservation. In the case of the acceptance being with reservations, the Parties must agree a period for their lifting.

All acceptance of Materials before dispatch, if provided for during the order, entails unreserved acceptance of the Materials involved and prompts the payment of the sums set out in the Offer.

5 – PAYMENT

5.1 - Conditions and delay in payment

The invoice is issued on the date of availability of the Materials.

Unless stipulated otherwise, the payments are made at the registered address of the Supplier, being net and without discount, and payable under the conditions below:

• 30% upon the order by cheque or transfer (deposit).
• The balance by cheque, debit or transfer payable from the invoice date, in the maximum period of 45 days, counted from the issue date of the invoice for the Materials or services (for example, the Study).

The invoice notes the date on which the payment must be made. The sums paid before delivery are considered a deposit and do not give the Client any right to terminate the Study.

All non-payment of an instalment in the period agreed, as well as any refusal to accept a bill of exchange, during its presentation, by right and without prior notification, in accordance with article L441-10 of the Commercial Code, from the first day of delay, leads to:

• the application of lateness interest equal to the most recent refinancing rate of the European Central Bank, increased by ten points, without prejudice to any damages that might also be claimed;
•  the application of a fixed allowance for recovery fees of a sum of 40 euros (European directive 2011/7 of 16 February 2011, law 2012-387 of 22 March 2012, and decree 2012-1115 of 2 October 2012). When the recovery fees shown are greater than the sum of this fixed allowance, additional compensation, following justification. Furthermore, the remaining sums due will immediately be payable.

5.2 - Retention of ownership and transfer of risks

The Supplier retains full ownership of the Material which is the object of the Study until full payment of the principal price and ancillary sums.

From delivery, the Client bears responsibility for the damages that the Materials may suffer or cause for any reason.

Until full payment, the Materials cannot be resold or transformed without the prior agreement of the Supplier. However, in the case of resale, the Supplier may exercise a right of resale, claiming what is owed directly from the end client.

6 – PAYMENT

6.1 - Duration and starting point of the guarantee

The Supplier warrants the parts and products it has provided and sold against any manufacturing defect. The Supplier’s warranty is strictly limited to these provisions. The Supplier commits to replacing, at its expense, in its workshops, any part or product which is faulty.

Unless there are specific contractual conditions, the normal duration of the warranty is 24 months counted from delivery. In case of dispute over the warranty, only the specific contractual conditions of the warranty accepted by the Supplier will be valid and taken into account.

Exercising the warranty is subject to an explicit written demand of the Client, formulated during the period of the warranty and return, at its expense, of the defective supply.

During its validity, the warranty obliges the Supplier to replace parts recognised as defective after examination by its technical service, or if it prefers, to repair them without charge. The warranty excludes any other benefit or indemnity.

Compensation under the warranty is carried out, in principle, at the Supplier’s workshops, the Client being responsible for sending the materials to be repaired or the defective parts there at its expense.

During intervention on the Materials outside of its workshops, the resulting fees for the Supplier for travel and stays of its agents are invoiced to the Client.

Nevertheless, the labour costs relating to the disassembly or reassembly of these parts shall be borne by the Supplier when these activities are carried out by its personnel or agents.

The replaced parts once again become the property of the Supplier and must be returned to it at the Client’s expense.

The free supply of replacement parts is understood as ex-factory of the Supplier. The resending of repaired Materials is at the Client’s expense.

The replacement parts and repaired parts are warranted under the same conditions as the original parts, and for a new period of the same duration. For the other components, intervention under the warranty has the effect of extending it by the duration that the Materials were immobilised.

For parts of particular relative importance not manufactured by the Supplier itself and which bear the mark of specialised manufacturers, the warranty, which may vary depending on the manufacturer, will be the same as that granted by the latter.

6.2 - Responsibility of the Supplier

The Materials delivered are compliant with applicable technical regulations and the technical rules for which the Supplier has explicitly stated compliance.

As manufacturer of the Materials, the Supplier is responsible for the applicable technical regulations upon designing and first placing them on the market.

The offer includes regulatory requirements, and more generally the safety requirements known by the Supplier when making the Offer. In case of modification of these requirements between the presentation of the Offer and full execution of the Study, compliance is not the responsibility of the Supplier, which will issue the Client an additional offer to this effect.

Likewise, if during the same period the Supplier receives information which it did not have at the time of establishing the Offer (full plan of the installation, accessories, etc.) the modifications or additional equipment necessary as a result will be the subject of an additional offer and adjustment of the deadline.

In the same conditions, the Supplier assumes the regulatory compliance of the components of the Materials.

Any modification of the Materials not authorised by the Supplier, carried out by the Client or a third party not agreed by the Supplier, entails the cancellation of the CE compliance declaration issued by the Supplier. The replacement of a part having an impact on safety with a part which is not original also leads to the cancellation of this declaration.

The materials are delivered with their instruction manuals. The Client must ensure its presence and read it before start-up.

The Supplier’s liability, including all causes, is limited to direct material damage and limited to the sum of the supply in question.

6.3 - Responsibility of the Client

The Client is responsible for the start-up of the Materials under the foreseeable normal conditions of use and in accordance with safety and environmental legislation in effect in the place of use, as well as the rules of the craft of its profession.

The Client is responsible for choosing Materials which correspond to its technical needs and its implementation process, if necessary, to ensure the suitability of the Materials with the planned application with the Supplier.

6.4 - Exclusions

The warranty does not cover labour costs (unless there are specific agreements) or those resulting from disassembly, reassembly, transport or packaging operations.

All warranties and all liability of the Supplier are excluded in the following specific cases:

• inappropriateness of the Materials for the application,
• implementation, assembly, installation, use, manipulation or maintenance which is incorrect, unsuitable or non-compliant with the instructions which may have been provided by the Supplier (notably installation, use or maintenance instructions), or rules for use,
• the Client, user or a third party not respecting the safety and environmental regulations which are applicable,
• use of the Materials by the Client under operating and environmental conditions which are not mentioned in the contractual specifications,
• negligence, lack of monitoring, storage or maintenance,
• the start-up or installation by the Client without the assistance of the Supplier in the case of an intervention by the Supplier, in particular for contradictory acceptance being expected,
• the modification or repair of the Materials or the addition or integration of parts or elements by the Client, user or a third party, without the prior written agreement of the Supplier,
• component wear and defects resulting fully or partially from normal wear of the Materials,
• deterioration, defects or accidents attributable to the Client, user or a third party or arising from parts supplied or imposed by the Client, a fault committed by the Client with regard to execution of the contract,
• any error or omission in the specifications, in the designs of technical solutions imposed by the Client,
• a case of force majeure as defined in these general conditions.
• All Materials experience normal wear over time which leads to progressive degradation of its performance. This degradation cannot lead to liability or be the subject of a guarantee.

7 – DISPUTES

The Supplier not claiming one of the stipulations of these general conditions at a specific time cannot be interpreted as being a waiver of the right to exercise these conditions subsequently.