Terms of sale
1 – APPLICATION OF TERMS OF SALE (TOS)
In the absence of a specific previous written agreement, any order in any written form (mail, e-mail, fax, etc.) implies the full and complete acceptance by the client of these TOS, to the exclusion of any other document such as brochures and catalogues published by our firm, documents which are provided for general informational purposes only.
Any contrary terms raised by the client are thus, unless expressly agreed to by our company, moot, whenever they may be raised.
Consequently, the client expressly rejects any ability to rely on any clauses that may appear on its own documents and which would be contrary in whole or in part to the present TOS.
The fact that our company does not avail itself at a given moment to any or all of the present TOS may not be interpreted as our company giving up the ability to later call on the said terms.
2 – ORDERS
Orders must be addressed to our company’s sales department by fax, mail or e-mail. They may not be canceled by the client. Notwithstanding this, they only become firm orders when our company confirms them in writing. Orders must be packed according to our methods, and no change in packing and no mixing of products in a shipping pack is possible.
- Our company reserves the right to:
- to delete at any time any product the appears in its catalogues or sales literature. This removal can never justify any damages whatsover to the client. If a product should be deleted and the client chooses to not choose another identical or similar product, the order will be automatically canceled and any payments already made will be refunded.
- to limit or refuse any client order if the company is out of stock or is subject to any measures of sales restriction. This reduction or refusal will not give rise to any damages whatsoever, given that the company will as a rule give priority to its regular clients.
- to make acceptance of the order subject to the presentation by the client of particular terms of payment or warranty, in particular in the case of non-coverage by our credit insurance or in case of risk of insolvency of the client. If during previous orders the client did not respect any of its obligations (in particular a delay in payment), the company may refuse the order, unless the client is able to provide sufficient guaranties or can pay cash.
- to refuse any sale or suspend any delivery to clients who sell at a loss, who engage in unfair competitive practices, or who do not respect legal measures in effect.
Once an order is expressly confirmed by our company, the client cannot unilaterally change or cancel the order. The cancelation by the client of an uncontested order will result in the immediate payment of damages to our company. If however our company expressly accepts in writing the modification or cancelation requested by the client, the client will pay for all costs that may result on the basis of a flat payment of 15% of the value with tax of the order in question.
3 – PRICE AND CONDITIONS
All our prices are provided exclusive of taxes, duty, and shipping. Shipping from the warehouse and VAT are always in addition to the listed prices. The prices on our brochures, catalogues, website, etc. may be changed without notice. Each new brochure or catalogue cancels and replaces the previous edition and makes any technical specifications, prices, references, and conditions present invalid.
Products are supplied at the price in effect on the day of confirmation of the order. Unless otherwise indicated, these prices apply to packaged products available for shipping in the premises of our company for the number of items indicated in the order. Any change in the quantity ordered by the client after the initial order and approved by our company will allow our company to change the billing price and the terms of sale according to the prices in effect at the date of the modification of the order and for the new quantities ordered by the client.
If between confirmation of the order and the delivery, exceptional circumstances affect the economic equilibrium of the contract and oblige our company to increase its prices and/or modify the terms of payment, our company will notify the client who will have the opportunity to cancel the contract in writing during a period of seven days from receipt of the notification. Otherwise the new conditions will automatically apply.
4 – PAYMENT
All payments made at the time of order is definitively the property of our company. In case of staggered shipping of the products of an order, the invoice corresponding to each shipment are payable at their respective deadline, without any requirement that all products of an order be delivered.
Payments are to be made at the headquarters of our company by bank transfer. No discount for early payment will be made.
Notwithstanding the previous terms, if the financial situation of the client deteriorates and raises justified concerns, our company reserves the right, for orders yet to be delivered, to demand immediate payment or payment before delivery, whatever the conditions previously agreed to.
Non-payment of an invoice when due is a serious failure on the part of the client, one which authorises our comapny to suspend any deliveries yet to be made. The client will not withhold any sum owed to our company for whatever reason. The recourse to our company’s warranty obligation or any other claim the client may make about our products, in particular with regard to compliance, in no case allows the client to delay or withhold payments owed.
Penalties for late payment: In the case of late payment, late fees will be automatically owed without further notification and independent of any damages, as of the day following the date of payment that appears on the invoice, and until payment is made in full. The rate of these fees is the interest rate most recently applied by the ECB for refinancing, plus 10 percentage points (plus VAT). The client will also need to reimburse our company all attendent fees and costs it incurs to ensure payment of the debt.
Penalty clause: Failure to pay at the required date, following notification by registered letter with no response, will make the client liable to pay a fee equal to 15% of the sum owed.
Cancellation clause: Should the client fail to execute any of its obligations, eight days of the first presentation of an official request by registered letter that remains without effect, the contract will be automatically broken with no further formalities, should our company so wish.
Acceleration clause: Any delay in payment of an invoice will allow our company to require immediate payment of all sums owed by the client, of whatever nature.
5 – DELIVERY
In accordance with Incoterm EXW, products are made available to the client in the premises of our company or any other location we indicate, whatever the mode of shipping of the products, and whatever contrary information may appear on any document.
The delivery times indicated on any document provided by our company are given for information purposes only and are not binding. Deliveries are made according to the availability of our company, which is authorised to make partial deliveries. In case of staggered deliveries, the failure or insufficiency of one delivery is without consequence on the others. Delays in delivery will not justify penalty fees, compensation, damages, withholding of payment, refusal to accept delivery, or cancelation of orders.
In any case, delivery can only take place if the client has met all obligations to our company, whatever their nature.
If the client, after official notification, does not take delivery of the merchandise, our comapny can, with no liability for any damages, demand the execution of the contract or consider the sale as automatically fully concluded, with any advance payments remaining the property of our company.
6 – SHIPPING – TRANSFER OF RISK
The transfer of risk takes place either by transmission of the products to the client, or by notification that the products are available, or by delivery of the products to a shipper or agent chosen by the client or indicated by our company, at the expense of the client, whatever their destination and whatever the means of sale or payment of the cost of shipping. Consequently the products sold by our company are always shipped at the cost and risk of the client. Our company has no liability as soon as the products leave our warehouses. The client is responsible for all administrative formalities following this delivery.
- At the time of reception of the delivery, the client must:
- verify the state of the package and the quantities of items
- in case of any damage or missing items, to note this on the consignee’s receipt, specificying the nature and significance of the damage
- inform the shipper by registered letter within 72 hours after delivery and provide written notification to our company.
7 – RECEPTION – NON-COMPLIANCE
The number of items, their compliance, and their state must be checked by the client at delivery (pick-up). With no prejudice with regard to the measures to take with the shipper, complaints about apparent defects or non-compliance of the product delivery with that ordered or with that on the shipping order must be reported to our company by registered letter withing three days after delivery. After this period, no complaints about the compliance of products, damage to products, or missing products can be accepted by our company, which will remain free of any liability, with the products being assumed to be as ordered.
If after our company confirms the legitimacy of the complaint, a failure to comply, damage, or missing items, the client can only demand the replacement at no cost of the products in question. The incidents in question will not give rise to any fees, penalties, damages.
8 – RESERVATION OF TITLE
All products sold remain the property of our company until the client fulfils all obligations, and in particular until complete payment of the principal and other charges. The client must therefore:
- not transfer to any third party any right likely to interfere with this property right. The client must inform our company by registered letter of an insolvency procedure concerning it, any seizure or lien on the products so as to allow our company to contest the measure and preserve our rights. The client will immediately cease sale of products which it has not yet acquired full property rights.
- ensure that the products remain immediately identifiable and stored apart so that any person designated by our company can check on them during normal business hours, The cilent may not remove packaging and labels that appear on products in stock and not yet paid for. Because all risks are transfered to the client at delivery, the client is responsible for all obligations under its duties as a guardian. Consequently the client must pay for any products should they disappear, accidentally or otherwise. The products must be insured against all risks. Payments from the insurer will go to our company with the reservation of all legal action against the client.
Our company reserves the right to demand, in case of delay in payment or total or partial lack of payment, at its first request and with no prior notification, the return of products delivered, wherever they are located. Products stored by the client are irrefragably presumed to correspond to unpaid debts. All costs and risks related to the return of products to our premises will be fully covered by the client.
The client may only dispose of our property in the carrying out of regular business executed in regular conditions, and only if it is not late in paying. The client must inform the purchaser of the existence of the present reservation of title. The client will not sell or transfer the debt owed to its own purchaser unless to beneft our company with immediate payment of the sums due to our company as soon as payment is made to the client by its purchaser. The reservation of title on products is carried on the outstanding payment of products when they are resold by our client.
9 – RETURN/EXCHANGE OF PRODUCTS
Any return must be made with the formal agreement of our company. Any product returned without our agreement will be kept available for the client and will not give rise to a credit or exchange.
Any requests for returns must be made in writing and received within seven days of reception of the merchandise. If an agreement for return and exchange exists between the client and our company, the products must be returned as new and in their original packaging. Shipping and reshipping costs are the responsibility of the client.
Returns can only be fully accepted and give rise to the appropriate consequences after verification of the quality and quantity of the products returned. Returns that do not comply with the above procedure will be sanctioned by the loss for the client of any amounts paid.
10 – WARRANTY – LIABILITY
All our products meet European standards and are accompanied by a user’s guide. Our liability does not exceed the performances indicated by +C326 European standards certification.
Our company guaranties its products against any defect in accordance with articles 1641 and following of the French Civil Code. Our products are reserved for professionals who have all skills necessary to use them. Our warranty for hidden defects only covers defects making the products unfit for use, subject to all rules defined in the security rules and other documents provided by our company being followed by the client. In particular, only the hydraulic kit supplied with the product may be used.
If the client believes that the products delivered by our company are defective, it must notify us immediately by registered letter noting the defects and providing all proof as to their existence. The client will not attempt to repair or have others repair the defect. The client must allow our company to observe the defects claimed. Any defects will only be covered by our warranty if they have been observed and confirmed by our company. If after inspection it appears that there are indeed defects, our company will take action to repair or, if appropriate, replace the products free of charge, or refunded the client for their purchase. On request from our company the client is obliged to return any product replaced or refunded.
Our warranty is stricly limited to the obligation to repair, replace, or refund defective products. In no case can our company be held liable for any compensation of any nature to the client for any damages or costs due to the defects of the products sold. In addition, any damages caused by our products will not incur liability for our company unless a fault on the part of our company has caused a real, direct, and verifiable loss according to current legislation.
In particular, our company cannot be held liable for :
- any damage caused by an improper use of the product or use that does not respect the conditions of use and maintenance indicated
- any damage caused directly or indirectly by any equipment or component not sold by our company, and in particular the use of a hydraulic kit other than that supplied by our company
- any immaterial damages, direct or indirect, such as loss of clientele, sales, production, margins, or image
- any action taken by a third party against the client or any judicial judgment against the client.
Whether justified or not, the client’s claim does not obviate the client’s obligation to pay the price indicated in the contract.
11 – FORCE MAJEURE
The parties will not be held liable for any failures or delays in the execution of the contract due to case of force majeure or equivalent events as determined by jurisprudence. The obligations of the parties will be suspended during the entire force majeure event. If this event should last more than two months, the present contract may be terminated by either party by means of registered letter.
12 – LEGAL JURISDICTION
The parties expressly agree that any conflict related to the writing, interpretation and execution of the present TOS as well as any difficulties tied to the commercial relations between the parties will begin with a good faith attempt at reconciliation. Failing a written settlement within two months following the formal complaint, any complaint will be settled by the compenent courts in the jurisdiction of the Paris Appeals Court.
French law applies to the execution of these TOS.
13 – LEGAL ADDRESS
Our company ‘s legal address is that of our headquarters at 17 rue Dumont d’Urville, Paris 16. Any correspondance concerning sales from our company must be sent to that address to be valid.