These PROFESSIONAL GENERAL TERMS AND CONDITIONS are available for the supply of CATALOGUED HANDLING EQUIPMENT.
For SPECIFIC EQUIPMENTS you have to refer to the corresponding PROFESSIONAL TERMS AND CONDITIONS.
EQUIPMENT AND THEIR FITTINGS
1 – GENERAL PROVISIONS
1.1 – Contract formation
Every order requires the purchaser’s acceptance of these general terms and conditions.
Therefore, any provisions that are contrary hereto and, particularly all general conditions that were previously transmitted by periodic circulars, shall not be enforceable against the seller unless the latter agrees thereto in writing.
A contract of sale is complete only after the seller’s written acceptance of the purchaser’s order. An accepted order shall not be cancelled without the seller’s consent.
1.2 - Specifications regarding the supply
Characteristics mentioned in catalogues, prospectuses and all other advertising materials and documents are given purely as an indication. The seller reserves the right to make any changes in its designs that it deems appropriate, even after acceptance of the orders, without, however, affecting the essential characteristics and performance.
Tests and acceptance
The costs of tests and acceptance requested by the purchaser are borne exclusively thereby.
1.4 - Estimate (for repair)
The costs necessary for the issue of a repair estimate, such as the time of assembly or re-assembly, and travel expenses, are invoiced when the estimate is not followed by an order.
2 - DELIVERY
The times for delivery commence to run after the sending of the acknowledgement of receipt and receipt of the instalment specified in paragraph 5. They are given purely as an indication and in total good faith.
Whatever the purpose of the equipment and terms of sale, delivery is deemed to be made in the seller’s plants and stores.
Delivery is advised by a simple notice of availability. Such a notice signifies either the direct remittance of the equipment to the purchaser, delivery of the equipment in the seller’s plants or stores to a shipper or carrier designated by the purchaser or, in the absence thereof, by the seller.
The purchaser must take possession of the equipment within ten days of the notice of availability. If the purchaser does not take the equipment at the location and on the date that are agreed, and provided that its delay is not due to an act or omission of the seller, the purchaser must make the payments as contractually specified, with delivery deemed to have been made. In such event, the seller handles the storage at the purchaser’s risk and peril, insofar as the equipment has not been individualized.
In no event shall an exceeding of the specified time result in cancellation of the order, in the payment of damages and interest or in the application of any penalties, unless expressly confirmed in the acknowledgement of receipt of the order.
«The equipment is delivered, along with its instruction manual », which the user shall consult before putting the equipment into service.
3 - RESERVATION OF OWNERSHIP AND TRANSFER OF RISKS
3.1 - The seller retains full ownership of the subject equipment until full payment of the principal price and ancillary items.
3.2 - As of the date of delivery, the purchaser assumes liability for damage that this equipment might incur or cause for any reason whatsoever.
3.3 -The equipment shall not be resold or transformed until full payment thereof without the seller’s prior consent. However, in the case of a resale, the seller may exercise a right to follow the property and claim the amounts due directly from the end customer.
4 - TRANSPORT AND INSURANCE
Any measures that the seller might take in the interest or for the account of the purchaser regarding insurance, transport, etc… do not contravene the principle of delivery in its plants or stores.
The fact of possibly including the carriage cost in the price is not regarded as departure from the principle of delivery in the seller’s plants or stores.
Any transport handled by the seller itself, whether or not the costs are charged to the purchaser, is deemed to be made under a carriage contract separate from the contract of sale.
In the absence of instructions, the seller undertakes the shipment in the purchaser’s best interests. The equipment is insured only at the purchaser’s express request.
In all circumstances, it is up to the purchaser to effectuate all verifications, express any reservations upon the arrival of the equipment, and, if necessary, initiate against the carrier the actions specified by article 103 and those that follow of the Commercial Code, within the times set by article 105.
5 - PRICES, TERMS AND DELAY OF PAYMENT
Unless otherwise stipulated, the payments are made at the domicile of the seller’s business, net and without discount, and are due under the following terms:
- 1/3 by cheque upon placement of the order (instalment)
- 1/3 by cheque upon delivery
- the balance by accepted draft, payable from the date of delivery within the customary time of 45 days, whether for products and/or services.
Any provision or request meant to specify or obtain a time of payment that exceeds 30 days, which time limit is customary in the mechanical engineering industries, may be deemed to be abusive pursuant to article L. 442 6 7° of the Commercial Code, unless the customer provides a sound reason.
The invoice indicates the date on which the payment must be made. All amounts that are paid prior to delivery are deemed to be installments, and thus do not give the purchaser any right to cancel the contract of sale.
Any non-payment of an installment on the agreed date and any refusal to accept a bill of exchange when presented will lead to:
- on the one hand, ipso jure and without prior notification, in accordance with article L441-6 of the Commercial Code, from the very first day overdue:
- the application of late payment interest equal to the most recent refinancing rate defined by the European Central Bank increased by ten points (modernisation of the economy law - LME - No.2008-776 of 4 August 2008), without prejudice to any damages and interest which may be claimed ;
- the application of a flat-rate compensation for cost recovery fees totalling 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),
- additional compensation, based on documentary proof, if the cost recovery fees indicated are greater than this flat-rate compensation rate. Furthermore, any outstanding payments would become payable immediately.
- on the other hand, if the vendor deems fit:
- the suspension or cancellation of all orders in progress,
- the cancellation, ipso jure, of the sales contract one month after the official demand, sent to the purchaser by registered letter with acknowledgement of receipt, to comply with their legal obligations. In this case, and without prejudice to any damages and interest which may be claimed, the purchaser must, in addition to their obligation to return the goods, pay the vendor a termination fee set at 20% of the price as evaluated at the date of termination. This fee will be charged to the payments already received.
6 - WARRANTY
6.1 - Scope of warranty
The seller commits that it will remedy any operating deficiencies due to a defect in the design, materials or performance (including assembly if it is responsible for this operation), within the limits of the provisions set forth hereinafter.
The warranty does not cover normal wear and tear, breakdowns due to a lack of maintenance or supervision, poor assembly or electrical connection, or, generally, to any manipulation or use failing to comply with the manufacturer's written instructions (including the normal requirements of use in the operating instructions) or to an event of force majeure. It does not apply to paint and surface coatings.
The warranty immediately ceases if the validity of the declaration of conformity expires because the purchaser used spare parts other than the original ones, or performed repair or modification work without the seller’s written agreement.
In the event of use of the equipment outside of metropolitan France, the seller may change the scope and terms of warranty defined in these general terms and conditions.
Unless otherwise stipulated, no warranty applies to used equipment; alienation of the equipment by the first user terminates the warranty.
6.2 - The purchaser's obligations
In order to have the benefit of this warranty, the purchaser must immediately advise the seller in writing of any defects that it observes in the equipment and provide all proofs regarding the reality of said defects; it must facilitate the observation and correction of these defects.
6.3 - Effective date and duration
The standard warranty is for a period of one year unless otherwise specified in the operating manual for the product concerned. It commences on the date of delivery as specified in paragraph 2, and terminates either at the period of one year or at the end of the specified duration of use, whichever occurs first.
If the conditions for using the equipment specify a labour regime that requires more than one work station of 8 hours, the duration of warranty may be reduced.
If the effective date of warranty is deferred, the warranty period may be extended for a period equal to the period of delay. However, if such delay is beyond the seller’s control, the extenstion shall not exceed 3 months.
6.4 - Modes of exercising the warranty
During the period of warranty, the seller has the duty to replace the parts that are deemed to be defective after examination by its technical service or, if it so prefers, to repair them free of charge. The warranty excludes any other services or indemnification.
Repairs under the warranty are generally made in the seller’s workshops, with the purchaser responsible for sending the equipment to be repaired and the defective parts thereto at the purchaser’s expense.
When work on the equipment is performed outside of its workshops, the travel and accommodation expenses incurred by the seller for its agents are billed to the purchaser.
However, the labour costs related to the disassembly or re-assembly of these parts are incurred by the seller when these operations are carried out by its employees or agents.
The replaced parts become the seller’s property and must be returned thereto at the purchaser’s expense.
Replacement parts are supplied free of charge ex-factory of the seller. Reshipment of repaired equipment is at the purchaser’s expense.
Replacement parts and repaired parts are warranted under the same terms and conditions as those for new parts and for the same length of time. For the other components, servicing under warranty has the effect of extending the warranty by the length of time during which the equipment is tied up.
For items of a particular relative importance that are not manufactured by the seller itself and which carry the brand of specialized manufacturers, the warranty that may vary according to the manufacturer is that which is provided thereby.
7 - DISPUTES
In the event of dispute regarding a supply or its payment, the Commercial Court of Beauvais has sole jurisdiction whatever the terms and conditions of sale and the term of payment, even in the event of an action against a guarantor or a multiplicity of defendants.
However, prior to or concomitantly with the initiation of any legal, administrative or arbitration proceeding, the parties shall have recourse to an expert’s opinion pursuant to the regulation of the Codified Amicable Expert’s Opinion (E.A.C.) available at :
CNIDECA
15 rue Péclet
F 75015 PARIS
Tel 01 48 28 75 75
Fax 01 48 28 74 34
Filed at the Office of Professional Practices at the Commercial Court of Paris 1 quai de Corse, 75181 Paris cedex 04.
These PROFESSIONAL GENERAL TERMS AND CONDITIONS are available for the supply of CATALOGUED HANDLING EQUIPMENT.
For SPECIFIC EQUIPMENTS you have to refer to the corresponding PROFESSIONAL TERMS AND CONDITIONS.
CUSTOMER SERVICE