TERMS AND CONDITIONS OF SALE / PURCHASE

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TERMS AND CONDITIONS

ARTICLE 1 - ACCEPTANCE OF ORDERS

Orders sent to us directly by our customers or transmitted to us by our agents or representatives are only binding on our company when they have been confirmed in writing.

ARTICLE 2 - DELIVERY TIMES

The delivery times given in our order confirmations are only indicative and any delays do not entitle the buyer to cancel the sale, refuse the goods or claim damages.

ARTICLE 3 - FORTUITOUS EVENT & ACTS OF GOD

Our company is released from the obligation to deliver in the event of all fortuitous events and force majeure are in particular considered as fortuitous events total or partial strikes, floods and fires, accidents in factories, lack of manpower, wars, political events, irregularities in the delivery of raw materials.

ARTICLE 4 - TRANSPORT

All goods sold travel at the buyer's risk and peril, regardless of the mode of transport or the method of payment of the carriage paid or carriage forward price.

ARTICLE 5 - SELLING PRICE

Unless otherwise agreed in writing and confirmed by our company, all our deliveries are made at the price of the price list in force on the day of delivery. Our company reserves the right to modify its prices without notice according to its costs and cost prices.

ARTICLE 6 - TERMS OF PAYMENT

Unless otherwise stipulated, our invoices are payable to Antony, cash on the Day the equipment leaves the factory, unless special conditions are indicated in our order confirmation. The due dates set out in our order confirmation shall apply. Any delay in payment shall automatically and without formal notice entail the payment of late payment interest at the applicable legal rate plus 1%. In the event of late payment, we reserve the right to suspend or cancel orders in progress without prejudice to any other recourse.

ARTICLE 7 - PRESENTATION AND DESIGN OF MATERIALS

Our materials are delivered in accordance with the reproductions and descriptions in our catalogue. However, our company expressly reserves the right to modify a model at any time, whether for reasons of safety or manufacturing technique or improvement. In the event of a current order for a given model that is modified in this way, the only obligations of our company are to deliver the material ordered according to the new model, after having notified the buyer

ARTICLE 8 - JURISDICTIONAL DOMICILIATION

The election of domicile is made by our company at its registered office. In the event of a dispute relating to the execution of a contract of sale or the payment of the price, as well as in the event of interpretation or execution of the clauses and conditions indicated above, the Commercial Court of Nanterre shall have sole jurisdiction, regardless of the place of delivery, the method of payment accepted and even in the event of a guarantee call or multiple defendants. Except in the case of special written agreements, any order automatically implies that the buyer accepts our general terms and conditions of sale, which alone shall govern the contract and cancel any clauses to the contrary on the part of the buyer.

ARTICLE 9 - CONTRACTUAL GUARANTEE

Our equipment is guaranteed to be free of defects for a period of 3 months, starting from the day the equipment left the factory. This guarantee will only apply to malfunctions that are revealed during this period. It will only apply during the previously fixed period if the equipment has been used normally, the guarantee ceasing to apply if the equipment has been used more intensively than planned, or for tonnages higher than those planned, without these cases being restrictive. The guarantee will not apply to defects, the cause of which is subsequent to the departure of the equipment from the factory, in particular in the event of poor maintenance or poor installation or repairs carried out incorrectly by the purchaser. The warranty is exclusively limited to the replacement of parts that are recognized as defective by original parts. In order to be able to invoke the benefit of this warranty, the buyer must immediately notify our company in writing of any defects that have manifested themselves in the equipment sold. This notice must reach our company before the expiry date of the abovementioned 3-month period. The purchaser must allow our company to make the necessary claims for it to remedy the defect. Our company shall not be liable to the buyer for any compensation for accidents to persons, damage to property distinct from the object of the contract or loss of profit.

ARTICLE 10 - RETENTION OF TITLE CLAUSES

Our company (hereinafter referred to as the Seller) expressly reserves ownership of the goods delivered and designated on the order form issued to the buyer until full payment of their price in principal and interest. In this respect, the handing over of drafts or any security creating an obligation to pay shall not constitute payment within the meaning of this provision. In the absence of payment by the buyer of a single fraction of the price on the agreed due dates and fifteen days after a formal notice by simple registered letter with acknowledgement of receipt, which has remained unsuccessful, the present sale shall be cancelled by right if we deem it appropriate. On the other hand, the seller will retain, by way of compensation, the part of the price paid notwithstanding the seller's right to claim compensation for the actual damage suffered.

ARTICLE 11 - TRANSFER OF RISKS

The goods shall remain the property of the seller until full payment of their price, but the buyer shall nevertheless become responsible for them as soon as they are handed over to the seller, the transfer of possession resulting in the transfer of risks. The buyer therefore undertakes to take out an insurance policy with the company of his choice to cover the risks of loss, theft or destruction of the designated goods.

ARTICLE 12 - RESALE OR TRANSFORMATION

As the goods remain the property of the seller until full payment of their price, it is expressly forbidden for the buyer to dispose of them for resale. However, and as a mere tolerance, the seller authorises the buyer to resell the designated goods, but he may neither pledge them nor transfer ownership of them as a guarantee. In the event of resale, the Buyer assigns to the Seller all claims arising for the Seller from the resale to the third party buyer. The resale authorisation is automatically withdrawn in the event of the purchaser's suspension of payments.

GENERAL TERMS AND CONDITIONS OF PURCHASES

ARTICLE 13 - RECEIPT

Any supply that does not exactly comply with the conditions of the order may be refused and returned to the supplier at his expense. Orders are received at the place of delivery. Under no circumstances may a supplier take advantage of a receipt made by a person not accredited by the Company to evade its guarantee

ARTICLE 14 - DELIVERY

For all deliveries that are not made within a contractual period and are therefore sent by any rapid or accelerated means of transport, the additional transport costs shall be borne by the supplier. Deliveries can only be made on an "as-needed" basis in our delivery orders, which determine the nature and quantity of items as well as the date and place of delivery. Any deductions provided for by the contracts for late deliveries shall be incurred by the sole expiry of the terms and without the need for a notice of default. We also reserve the right to pass on to the supplier any penalties to which we ourselves may be subject as a result of this delay. The supplier shall attach to each shipment a dated and signed slip indicating the order number and its date. These indications must be mentioned on the invoice. On each dispatch note, only the goods on the same purchase order shall appear.

ARTICLE 15 - OBSERVANCE OF TIME LIMITS

In the event of a delay in the delivery dates indicated on the order, and even if partial deliveries have been made within the required deadlines, we reserve the right to cancel the balance of the order by simple registered letter without being obliged to pay any compensation, or to claim, at our discretion, any penalties that may be due to us as a result of this delay, without prejudice in either case to any damages and interest that our Company may be able to justify.

ARTICLE 16 - VALUE ADDED TAX

As a producer, all invoices must be issued with the VAT paid, unless "VAT-exempt invoicing for export" is stipulated on our purchase orders. The prices fixed at the time of the order shall be deemed to include all taxes without exception payable by the supplier in connection with our purchases.

ARTICLE 17 - STYLE CLAUSES

This order shall only be final after receipt of the supplier's written agreement to these terms. This agreement must be received within 10 days of the order date, failing which the order may be cancelled. Moreover, no partial or total payment can be made before receipt of this agreement. By accepting the present order, the supplier waives the right to avail itself of the style clauses printed on its commercial paper that could be in contradiction with those of the general or partial terms and conditions of this order.

ARTICLE 18 - JURISDICTION

In the event that a dispute with the supplier could not be settled by amicable arbitration, the Court of Nanterre shall have sole jurisdiction regardless of the cause, nature or location of the dispute and regardless of the special conditions of purchase.