GENERAL CONDITIONS OF SALE
These General Terms and Conditions of Sale constitute the sole basis of the commercial relationship between the parties. Unless otherwise agreed in writing, they apply to any order placed by a professional customer (hereinafter the Customer or the Buyer) for deliveries made in France and abroad and exclude any application of the General Conditions of Purchase and only allow a personalized negotiation. Our failure to enforce a clause is not a waiver and any waiver of one clause has no effect on the validity of the others. Any order implies on the part of the Buyer the acceptance of these General Conditions.
The orders we receive, even if an intermediary is hired, only oblige us after our written confirmation. Each order is the subject of an acknowledgment of receipt summarizing the characteristics of the product to be delivered that it is the Customer’s responsibility to check to notify us by return mail or email to the address email@example.com of a possible error on the characteristics of the product ordered. This return must be made within 48 hours to be taken into account. Orders are delivered with Afnor’s quantitative tolerance, the Buyer being obliged, in any case, to pay the price of the quantities delivered.
No modification or cancellation of order can reach the Company after sending our acknowledgment of receipt. Unless otherwise provided in writing, any request for modification or cancellation of an order must imperatively reach the Company within 48 hours of receipt of the order by the latter.
Requests for changes to quantity or deadlines and cancellation requests must be sent by email to the address firstname.lastname@example.org . Cancellation requests must be confirmed to the Company by sending a registered letter with acknowledgment of receipt. The Company will examine the request and remain free to proceed with it. Acceptance will be subject to a written and unequivocal agreement of the Company.
Our prices include products weighed and measured from our workshops, tax not included, packaging costs, shipping and insurance extra. They comply with our rates and the conditions of carriage in force on the date of our acknowledgment of receipt. They are revisable and invoiced to the amounts in force on the day of shipment. The prices established according to quotation are calculated on the date of our offer and, if they are revisable, the price revision formula is attached to our offer.
The deadlines mentioned in our offers and our acknowledgments of receipt are given as an indication and may vary according to the circumstances, in particular in case of force majeure, delay in importation, shortage of raw material, exceeding of option deadline by the customer, strike, any other impediment beyond our control or that of our processors or suppliers. In any case, in case of delay, we do not accept damages or penalties, except with the express prior agreement. We do not accept cancellation of order for late delivery without formal notice providing 15 days for shipment, except in the cases of impediments referred to above.
Regardless of the shipping method, free or otherwise, we do not guarantee the means of transport. In the absence of written indication to the contrary from the Company, delivery is made when the Products are made available to the Buyer on the premises of our Company. The delivery has the effect of transferring the risks to the responsibility of the Buyer. The products travel at the risk and peril of the latter. When the transport is carried out by us, our responsibility is only engaged in case of gross negligence. The buyer must insure the goods for whose benefit it will belong, against all the risks that they may run or cause upon delivery. Any possible restoration is the sole responsibility of the buyer.
Our invoices are payable in cash, without discount, in the currency indicated on the invoice by SWIFT bank transfer according to the RIB provided by the Company, costs to be borne by the Customer, unless otherwise agreed stipulating another means of payment or another due date, which may in no case exceed 60 days, invoice date. In the event of late payment, late payment penalties equal to the refinancing rate of the European Central Bank (ECB), increased by 10%, are payable without the need for a reminder.
A lump sum compensation for recovery costs is due in the absence of payment on the day following the date of payment that appears on the invoice. The amount of this compensation amounts to 40 €. The Company reserves the right to ask the Buyer for additional compensation if the recovery costs actually incurred exceed this amount, upon presentation of supporting documents.
Any delay in payment will automatically produce and without the need for a formal notice:
- The cash payment and before shipment of the goods remaining to be delivered, except for us the right to terminate by operation of law the sales and remains of sales still to be delivered,
- The litigation, this, at the expense of the customer, in addition to the default interest mentioned above, an increase of 10% on the sums remaining due and the exigibility of all costs, in particular, bank, collections and other costs.
The customer, even if, prejudging the merits of his claim, intends to take the risk of not paying the price of the supply that is the subject of his complaints, refrains from withholding all or part of the price of the goods other than the disputed supply and undertakes to pay the price even if these goods are part of the same lot as the disputed supply.
It is the customer’s responsibility to mention in his order the precise and complete characteristics of the product ordered, depending on the destination he intends to give him, and to indicate, if necessary, the reference standard. Our possible technical assistance in this regard cannot make us co-designer or co-builder of the finished assembly for which our product is intended. In any case, we are only obliged to deliver in accordance with our acknowledgment of receipt, our responsibility being in no way engaged in case of discrepancy between our acknowledgment of receipt and the order. Our deliveries are accompanied by a Delivery Note indicating the characteristics of the product supplied.
The customer is obliged, before any assembly, machining, etc … to check that the indications of our Delivery Note are in accordance with the acknowledgment of receipt and the materials delivered.
Any claim must be made within ten days of receipt of the goods and, in the case of a hidden defect, within 24 hours of its discovery, it being specified that the customer’s control must, in any case, be carried out as soon as possible. The transformation of the ordered goods prevents any subsequent involvement of the Company’s liability. In any case, if the Company’s liability were to be engaged hereunder, for any reason whatsoever and on any basis whatsoever, the damages for which it would be liable, all damages combined, will be limited to a sum equal to the amount including VAT paid by the Customer for the order in question. The Customer acknowledges that this limitation of liability is balanced and has been negotiated in good faith between the Parties.
The Client and its insurers declare that they waive any claim or exercise any recourse against the Company and its own insurers beyond the aforementioned limit. Consequently, any refund of an invoice puts an end to the dispute relating to the latter or the products covered by the latter.
RETENTION OF OWNERSHIP.
Ownership of our goods is only transferred to the buyer by payment of the full price, including any ancillary costs and taxes. All payment vouchers are considered as a means of payment only from the date of their actual collection. Any postponement of maturity shall not entail novation and shall in any event remain accompanied by this clause. In the absence of payment of a single due date and after formal notice by registered letter with A.R. the buyer must within the maximum period of 8 days, return the goods subject to the reserve clause and this, at his own risk and expense, without prejudice to the sums and compensation remaining due. We reserve the right to refer, if necessary, in summary proceedings, to the President of the Commercial Court of VERSAILLES, to whom it is expressly conferred jurisdiction.
Even before any due date, the return of the goods and the application of the above provisions are legal in the event that the solvency of the buyer is manifestly degraded or in the event that he is put in judicial settlement or liquidation of property or in case only of bankruptcy. The buyer shall refrain from reselling or pledging the goods until ownership has been transferred to him.
ATTRIBUTION OF JURISDICTION.
In case of dispute and for any dispute, attribution of jurisdiction is made to the Commercial Court and, on the other hand, to that of VERSAILLES, even in the event of an appeal in guarantee or plurality of defendants. We reserve, however, the right to refer the matter to the Commercial Court of the domicile or seat of the defendant. All sales made by our Company are subject to French law