Failing particular agreements accepted in writing, all equipment is sold under the general sales terms defined herein below. Any order given implies the Purchaser’s knowledge and acceptance thereof.
I – GENERAL
1.1 Any and all documents, catalogues, data-sheets and brochures, technical specifications, price-lists or others are given solely as a guide and carry no commitment from the Vendor. The Vendor always reserves the possibility of making any and all modifications to the lay- out, shapes, dimensions, weight and materials of his appliances, machines or machine com- ponents, the illustrations and descriptions of which are shown in the above documents.
1.2 The prices and terms indicated are valid only after acknowledgement of receipt of the order by the Vendor. The invoicing prices will be those in effect as of the date of availa- bility in the factory.
1.3 Sales are firm and final. The equipment is neither taken back nor exchanged. No cancella- tion of order by the Purchaser can take place without the prior setting of compensation.
II – PROPOSALS
2.1 Proposals made are established depending on the equipment, the specifications of which are known at the time.
2.2 The prices may be modified at any time without notice. The prices shown on the invoices and price, proposals may be valid only in pre-determined circumstances and/or quanti- ties. They are not necessarily applicable for other orders.
2.3 When the selection of the equipment proposed is made by the Vendor on the basis of infor mation provided by the Purchaser, the Vendor assumes no liability for errors that may result from inexact, imprecise or incomplete data. It is always the Purchaser’s responsibility to ensure that the characteristics of the equipment proposed correspond to his requirements; both as far as performance and as far as possibilities of implementation are concerned.
2.4 The Purchaser shall remain solely liable for the implementation of the equipment pro- posed or supplied, even if information, advice or drawings are provided to him by the Vendor in this respect.
III – ORDERS
3 1 Constitution of a legal lien between Vendor and Purchaser: the sales contract is perfect only once the Purchaser and the Vendor have materialized in concrete terms the text of the order and its general and particular conditions.
3.2 Each and every order shall be covered by an order written and signed by the Purchased. It shall specify precisely the specification of the equipment with all the necessary details, mode and place of shipment, delivery time and, eventually, the nature and voltage of the electric power, temperatures, rates, etc. Incomplete or erroneous information is likely to lead to errors in performance of the orders that cannot be held against the Vendor.
3.3 An order accepted by the Vendor may always be cancelled by the latter in the following cases, and without compensation: stoppage of production by the Constructor for any reason whatsoever or modification of the regulations relating to imports, and, as the case may be, a modification of the solvability of the Purchaser. In the cases, such payments as may have been made are purely and simply reimbursed.
IV – LEAD TIMES FOR AVAILABILITY
4.1 The lead-times for availability start as from the date of the Acknowledgement of Receipt of the order and of the payment by the Purchaser of the scheduled down-payment.
4.2 Availability is considered as being in the factories or stores of the Vendor.
4.3 Availability entails invoicing, and therefore transfer of liability to the Purchaser.
4.4 Delays cannot in any case whatsoever justify the cancellation of the order by the Purchaser, nor give rise to any withholding or damages. Agreements reached on this point between the Purchaser and his Customer cannot be taken over by the Vendor.
4.5 The Vendor is released, without further consideration or enquiry, from any commitment relating to delivery times:
– In the event of the payment terms not being observed by the Purchaser;
– In the event of the Purchaser having failed to provide in due time the information requi- red to fulfill the order;
– In cases of Act of God or of events such as: strikes, lock-outs, riots, war, international complications, requisition, fire, floods, stoppages or delays in transport, major accidents to production tooling.
V – PACKAGING – TRANSPORT – INSURANCE
5.1 Packaging is always due from the Purchaser, and is not taken back by the Vendor, unless otherwise stipulated. In the absence of any special indication on this point, the packa- ging is prepared by the Vendor, who acts in the best interest of the Purchaser.
5.2 The risks of loss or deterioration of the equipment, together with the risks associated with its existence or use, are transferred to the Purchaser at the time of delivery which is considered as being performed in the factory of the Vendor. The equipment consequently travels at the risk of the consignee irrespective of the mode of transport, whether carriage be for the account of the Vendor or of the Purchaser.
5.3 The Purchaser shall ensure that the delivery is in conformity and shall check the condition of the packages presented to him by the Carrier before taking delivery and giving receipt therefore.
It is the responsibility of the Purchaser to make any reservations with the Carrier in the event of damage. The international rules for the interpretation of trade terms (ICC Incoterms) in effect, or failing of that, the French Code of Commerce, shall apply to all shipments. Shipments within France are at the risk of the consignee even in the case of free-carriage shipments.
5.4 In the event of the merchandise being supplied carriage free in France, the Vendor has the free choice of the mode of transport. Failing any stipulation to the contrary, carriage is paid to the railway station nearest to point of destination. In areas served by direct road trans- port, carriage will be paid door-to-door if this service is provided ; unloading and handling facilities shall always be provided by the consignee. If the Purchaser demands a special mode of transport, i.e. by express, by air, etc., the cost thereof will be invoiced to him.
VI – PAYMENT TERMS
6.1 The amount of the invoices is payable to the Head Office in Villenave d’Ornon, failing different particular conditions defined in the contract and accepted by the Vendor.
The payment terms accepted by the Vendor cannot be deferred for any reason whatsoever, even in the case of claim under guarantee.
In the event that payment is not made by the due dates, interest will be charged at a monthly rate of 1.5% plus any bank costs, purchaser is liable for overdraft costs (40 €).
In the event of non-settlement of a payment upon the due date, all the outstanding amounts shall become immediately due.
Bankruptcy, legal settlement, liquidation of assets or any other collective liquidation pro- cedure of the customer entails the cancellation of the payment due dates and the entire price becomes immediately payable.
In the event of sale, assignment, mortgaging or the bringing-in to a company of the good- will of the Purchaser, the amounts due become immediately payable.
6.2 The invoiced amounts must be paid in full and no retention or deduction is authorized except with seller’s prior written approval. The Vendor cannot be bound by any agreement underwritten by the Purchaser with his client that eventually concerns a withholding in guarantee or other withholding.
6.3 Each and every order shall be covered by a down-payment not having the character of a deposit, the waiver of which would authorize the Purchaser to be released from the contract.
6.4 In view of the high costs inherent to the drafting of invoices for small amounts, sums totaling less than 50 Euros exclusive of taxes shall be uniformly invoiced at 50 Euros exclusive of taxes.
6.5 All early payments are subject to a discount of 0.30% per 30-day period.
VII – GUARANTEE
7.1 The guarantee applies only to the equipment delivered by the Vendor and applies only with respect to the Purchaser and not to any third parties to whom the equipment may be resold.
7.2 The guarantee no longer applies in cases of deterioration or accidents resulting from: poor storage conditions of the equipment delivered, faulty installation, or installation not in conformity with the rules of the art (faulty connections, faulty power supply, etc.), modifi- cations to the equipment and/or its accessories without the written agreement of the Ven- dor, faulty supervision or maintenance, the presence of impurities or foreign bodies in the circuits, abnormal conditions of use, or from any and all other defects beyond the Vendor’s control. The guarantee does not apply either to consumable materials and parts or to parts provided for the normal maintenance of the equipment (oil, fluids, filters, belts, etc.).
7.3 The guarantee is strictly limited to the replacement or repair in the factory of those parts recognized as faulty by the services of the Vendor, labour and transport or replacement costs remaining for the Purchaser’s account. On the request of the Vendor, the faulty parts replaced shall be returned to him.
The Purchaser shall keep the faulty parts for one year.
7.4 Except if legal clauses or unless specifically agreed clauses, the equipment is gua- ranteed against all components and manufacturing defects for one year from the date of availability in our factory. It is specifically agreed that seller is not liable to pay any compensation for any indirect and/or intangible damages.
7.5 The repair, modification or replacement of a part during the guarantee period does not have the effect of prolonging the period of the guarantee of the equipment.
7.6 In the event of the spare part being supplied following a claim under the guarantee, that part is guaranteed for a period equal to the guarantee period remaining.
7.7 To claim the benefit of the guarantee, the Purchaser shall advise the Vendor by the fas- test possible means as soon as he has knowledge of the facts, with written confirmation of the defects ascribed to the equipment and evidence as to the reality thereof.
7.8 Failure to observe the contractual conditions of payment automatically entails the sus- pension of the guarantee.
VIII – RESERVE OF TITLE
8.1 According to the Law N° 80.335 of May 12, 1980, the equipment remains the exclusive property of the Vendor until its full payment, irrespective of the holder thereof.
IX – JURISDICTION
9.1 Failing any amicable agreement, it is explicitly agreed that any dispute relating to the contract shall come within the exclusive competence of the BORDEAUX Commercial Court, even in the case of a claim under guarantee or in the case of multiple defendants.