x
TERMS OF SALES
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
by the European Central Bank increased by ten points (modernisation of the economy 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 .
1.3
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 equip- ment 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 re- servations 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 30 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 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 (Eu- ropean 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 inte- rest 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 mainte- nance or supervision , poor assembly or electrical connection , or , generally , to any manipu- lation 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 purcha- ser 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 , servi- cing 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 accor- ding 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 arbi- tration 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 34 103
GENERAL