1.APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE – ENFORCEABILITY
These general terms and conditions of sale (hereinafter the “GTC”) are systematically sent or handed over to each professional buyer to enable them to place an order. Consequently, subject to any special terms and conditions agreed between the parties following good-faith negotiations, placing an order implies the buyer’s full and unconditional acceptance of these GTC, to the exclusion of any other documents (such as brochures, catalogues) issued by the seller, which are for information purposes only, or of any general purchasing terms and conditions issued by the buyer.
2. ORDERS
Orders placed by the buyer shall only be binding on the seller once they have been confirmed in writing by the seller in the form of an order acknowledgement.
The seller shall only be bound by orders taken by its representatives or employees subject to written confirmation duly signed by the seller. The benefit of the order is personal to the buyer and may not be assigned without the seller’s prior consent.
3. ORDER MODIFICATION
Any modification or cancellation of an order placed by the buyer and confirmed in writing by the seller shall only be taken into consideration if it is received by the seller in writing at least forty‑eight (48) hours before the scheduled shipment of the products. Such modifications or cancellations shall give rise, at the seller’s discretion, either to additional invoicing or to the payment by the buyer of flat‑rate penalties equal at least to (i) fifty percent (50%) of the amount of the order for complete supplies including subcontracted services or specific non‑reusable work, or (ii) twenty‑five percent (25%) of the amount of the order for operations on customer parts and for sales of standard or resalable products.
If the seller does not accept the modification or cancellation, any deposits paid by the buyer shall not be refunded.
4. DELIVERY – SCOPE OF DELIVERY
The seller reserves the right to make at any time such technical or presentation changes to the products in its catalogue as it deems useful, without being obliged to modify products previously delivered or orders in progress, provided that such changes do not materially affect the performance or intended use of the products. The seller in particular reserves the right to modify, without prior notice, the models defined in its catalogues or commercial documents, which are for information purposes only.
5. DELIVERIES
5.1 MODALITIES
Delivery shall be made either by direct handover of the product to the buyer, or by handing over the products to a carrier or freight forwarder at the seller’s premises.
The buyer undertakes to take delivery within eight (8) days of the notice of availability. Once this period has expired, the order shall be deemed cancelled by the buyer, or storage charges may be invoiced to the buyer.
5.2 LEAD TIMES
Deliveries are carried out depending on availability and in the order in which orders are received. The seller is entitled to make deliveries in whole or in part.
Delivery times are given as accurately as possible but depend on the seller’s supply and transport conditions. In other words, unless otherwise agreed, the delivery times indicated by the seller are always indicative.
Failure to meet delivery times shall not give rise to any damages, penalties, withholdings, or cancellation of orders in progress. However, if six (6) weeks after the indicative delivery date the product has still not been delivered for any reason other than an event of force majeure within the meaning of the “Force Majeure” article of these GTC, the sale may then be cancelled at the buyer’s request, for the part of the order not yet delivered. The buyer may then obtain a refund of the corresponding deposit, to the exclusion of any other indemnity or damages.
In any event, timely delivery can only take place if the buyer is up to date with all its obligations towards the seller, regardless of the cause.
5.3 COSTS
Sales are subject to the Incoterm chosen and specified by the parties. In the absence of an Incoterm chosen by the buyer, the seller reserves the right to apply an Incoterm of its choice.
6. RECEIPT
Reservations relating to transport (damage, loss, shortages) must be made upon receipt on the transport document, and then confirmed in writing to the carrier within a maximum of three (3) calendar days from receipt of the products.
Without prejudice to such reservations against the carrier, any claims relating to apparent defects or non‑conformity of the products delivered with respect to the order must be made in writing and sent to the seller within fifteen (15) calendar days from receipt of the products. After this period, the products shall be deemed free from any apparent defect and any non‑conformity. It shall be the buyer’s responsibility to provide all evidence of the existence of the alleged apparent defects or non‑conformities and to give the seller every opportunity to ascertain them and to remedy them. The buyer shall refrain from intervening or having a third party intervene on the products without the seller’s prior written consent. For products sold in packaged form, the weight and measurements taken at departure shall be conclusive as to the quantities delivered.
7. REPLACEMENT
Any return of products is subject to the seller’s prior written consent. Any product returned without such consent shall be held at the buyer’s disposal and shall not give rise to the issuance of a credit note; transport costs and risks shall in such case remain borne by the buyer.
Returned products must be accompanied by a return note attached to the parcel and must be in the same condition as when delivered by the seller. For products sold in packaged form, the weight and measurements taken at departure shall be conclusive as to the quantities delivered.
In the event of an apparent defect or non‑conformity of the products delivered, duly established by the seller under the conditions set out herein, the buyer may obtain, at the seller’s option, the replacement of the products or the refund of their price, to the exclusion of any other indemnity or damages. In such case, the reasonable costs of returning the non‑conforming products and, where applicable, of reshipping the replacement products shall be borne by the seller upon presentation of supporting documents.
8. WARRANTY FOR HIDDEN DEFECTS
8.1 SCOPE
The products are warranted against hidden defects as from their delivery to the buyer. The seller warrants hidden defects for a period of one (1) year from the discovery of the defect. After this period, the seller shall not warrant any hidden defects that may affect the products.
The seller’s warranty is limited to hidden defects existing on the date of sale, making the products unfit for their intended use and inherent in the products. The warranty may not be invoked in the event of defects resulting from abnormal use of the products or failure to comply with safety and storage rules.
In the event of a duly established hidden defect, the seller may, at its option, either repair or replace the product, or grant a price reduction. Any other indemnity or damages is excluded.
8.2 EXCLUSIONS
The warranty for hidden defects does not apply to apparent defects.
The warranty also excludes defects and deterioration caused by normal wear and tear, or by an external accident (incorrect assembly or installation, improper storage conditions, shock, abnormal corrosion, etc.), or by any modification, transformation or use of the product not intended or specified by the seller. Any intervention by the buyer or a third party on the products without the seller’s prior written consent shall result in forfeiture of the warranty.
9. PRICES
Prices are determined on the basis of a quotation.
Quotations are valid for the period specified therein.
Prices are quoted net, ex‑works, exclusive of taxes, on the basis of the quotation sent to the buyer for the supply of the products.
The seller applies minimum order amounts and/or minimum line amounts, inherent to its production and management constraints, the thresholds of which are communicated to the customer prior to the order.
Unless otherwise agreed, any request for additional services (such as studies, engineering, test reports, approval procedures, various certificates) shall be invoiced separately by the seller, in addition to the price of the products sold. The currency of payment is the euro unless otherwise specified.
All duties, taxes, levies or other charges payable under French regulations or those of an importing country or of a transit country shall be borne by the buyer. Unless expressly agreed otherwise by the seller, transport costs shall always be borne by the buyer.
Unless otherwise agreed and stated by the seller on the order acknowledgement, products shall be invoiced according to the prices and scales in force during the month of shipment or availability of the order.
10. INVOICING
An invoice is issued for each delivery and supplied upon shipment, unless a summary invoice, referring to several delivery notes, is issued for a given period.
11. PAYMENT
11.1 TERMS
The first order shall be payable in full before shipment. For subsequent orders, payment terms are set by the seller and may be adjusted as part of commercial discussions with the buyer; they are specified in the offer or order confirmation. All payments must reach the seller net of any bank, transfer or exchange fees, which shall remain entirely at the buyer’s expense. Consequently, the amount actually credited to the seller’s account must be equal to the total amount including VAT shown on the invoice.
For customers presenting a particular payment risk (notably due to their geographical location, political constraints, payment history or lack of adequate credit insurance), the seller reserves the right to require full payment before shipment and/or the use of secure payment methods such as letters of credit or documentary collection. Bank charges and all costs associated with such methods of payment shall be borne in full by the buyer.
In the event of deferred or term payment, “payment” within the meaning of this article shall mean not the mere remittance of a bill of exchange or cheque implying an obligation to pay, but the effective settlement on the agreed due date.
The seller does not grant discounts for early payment.
11.2 DEPOSIT
The seller reserves the right to make any order subject to the payment of a deposit.
11.3 LATE OR NON-PAYMENT
In the event of late payment, the seller may suspend all orders in progress, without prejudice to any other rights and remedies available to it and any damages to which it may be entitled.
Any late payment shall give rise, automatically and without prior notice, to late payment penalties calculated at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, as well as to the payment of a flat‑rate indemnity for collection costs in the amount of forty (40) euros. If the collection costs incurred exceed the amount of this flat‑rate indemnity, the seller may claim additional compensation upon justification.
Late payment penalties and the flat‑rate indemnity for collection costs shall be due without any reminder from the seller being required. In the event of non‑payment and eight (8) days after a formal notice has remained unsuccessful, the sale shall be automatically terminated at the seller’s discretion, which may request the return of the products, without prejudice to any other rights and remedies available to it and any damages to which it may be entitled as a result of the late payment concerned.
Termination shall affect not only the order in question but also any previous unpaid orders, whether delivered or in the process of delivery and whether their payment is due or not.
In the event of payment by bill of exchange, failure to return the bill shall be deemed to constitute a refusal of acceptance equivalent to a payment default. Likewise, when payment is staggered, failure to pay a single instalment shall result in the immediate payment of all remaining instalments, without prior formal notice. In all the foregoing cases, any sums due for other deliveries or for any other reason shall become immediately payable, unless the seller elects to terminate the corresponding orders.
The buyer shall reimburse all costs incurred in debt recovery proceedings for the sums due, including court officers’ fees.
11.4 SET-OFF
Under no circumstances may payments be suspended or be subject to any set‑off at the buyer’s initiative without the seller’s prior written consent. Any partial payment shall be applied first to the unsecured portion of the receivable and then to the oldest amounts due.
11.5 REQUIREMENT OF GUARANTEES OR CASH PAYMENT
The seller reserves the right to require guarantees or cash payment, or payment by sight draft, before execution of orders received.
12. TRANSFER OF RISK
Risk in the products shall pass in accordance with the Incoterm agreed between the parties and indicated on the offer or order confirmation (Incoterms in force on the date of the order). As from such transfer of risk, the products shall travel at the consignee’s risk. It shall be the consignee’s responsibility, in the event of damage, loss or shortages, to make all useful and necessary findings and to confirm its reservations by formal service or by registered letter with acknowledgment of receipt to the carrier within three (3) days of receipt of the products.
13. RETENTION OF TITLE
The products are sold under the retention of title clause: transfer of title is subject to full payment of the price by the buyer on the agreed due date.
In the event of non‑payment on the due date, the seller shall be entitled to repossess the products of which it has remained the owner. The buyer shall refrain from any transformation, incorporation or assembly of the products before they have been paid for in full. The buyer must keep the products sold under retention of title in such a way that they cannot be confused with products of the same nature coming from other suppliers.
14. PACKAGING
The products are packaged by the seller, at the buyer’s expense and on the buyer’s behalf. Packaging is suitable for standard transport and handling. Any special packaging (specific packing, over‑packing, returnable pallets or containers, specific customer requirements, etc.) shall, where applicable, be invoiced additionally. Risk of loss or damage in transit shall remain governed by the applicable Incoterm.
15. INTELLECTUAL PROPERTY
All equipment, models, drawings, specifications, technical documents, assembly instructions, user manuals and other information provided by the seller shall always remain its property. The buyer may not claim any ownership rights over such equipment, models, drawings, specifications or other information and may not use them in any way outside the scope of the sales contract.
The buyer shall refrain from reproducing or having reproduced the seller’s products.
All intellectual property rights relating to the results arising from the performance of the order shall remain the property of the seller, without limitation in time or territory.
16. CONFIDENTIALITY
The buyer shall treat as strictly confidential and shall refrain from disclosing any information, technical formula or concept of which it may become aware in connection with this contract. For the purposes of this clause, the buyer shall be liable for any breach by its employees and any subcontractors as for its own acts. However, the buyer shall not be held liable for any disclosure where the information disclosed was in the public domain, already known to the buyer, or obtained from third parties by legitimate means.
Similarly, the seller undertakes to treat as strictly confidential any information of which it may become aware in the performance of this contract and not to disclose it.
17. JURISDICTION – APPLICABLE LAW
In the event of any dispute of any kind or any disagreement relating to an order, the Commercial Court of Annecy (France) shall have exclusive jurisdiction. This clause shall apply even in the event of summary proceedings, third‑party proceedings or multiple defendants. The applicable law is French law.
18. LIMITATION OF LIABILITY
The seller’s liability is strictly limited to direct material damage suffered by the buyer, resulting from a proven breach by the seller of its contractual obligations. In any event, and except in the case of gross negligence or willful misconduct, the seller’s total liability, for all causes, shall not exceed an amount equal to the net price (excluding taxes) actually paid by the buyer for the order concerned. The seller shall in no event be held liable for indirect or immaterial damage, such as, without limitation, loss of production, loss of turnover or profit, loss of data, commercial prejudice, damage to image or loss of opportunity.
19. FORCE MAJEURE
The seller shall not be held liable for any failure to perform any of its contractual obligations if such failure results from an event of force majeure, understood as any event reasonably beyond its control, which could not reasonably have been foreseen at the time of conclusion of the contract and whose effects cannot be avoided by appropriate measures, and which prevents the performance of its obligations. Events that may constitute force majeure, without this list being exhaustive, include: wars, acts of terrorism, riots, large‑scale social unrest, general or sector‑specific strikes affecting the seller or its suppliers, fires, natural disasters, pandemics, epidemics, governmental or administrative decisions or restrictions affecting production, supply or transport, and major disruptions in the supply of raw materials, components or energy.
In the event of force majeure affecting the seller, the performance of its obligations shall be suspended for the duration of the force majeure event, without any liability or indemnity being due to the buyer. The seller shall inform the buyer as soon as reasonably possible of the occurrence of such an event and of its cessation. If the situation of force majeure continues for more than fifteen (15) consecutive days from notification of its occurrence by the seller, the seller may, at its sole discretion, either adapt the conditions of performance of the order by mutual agreement with the buyer.