General terms and conditions of sale

General terms and conditions of sale

Article 1 - Subject and scope

The present general terms of business prevail over any of our Company's other commercial document (leaflet, catalogue, advertisement, operating manual , etc) as well as over any of the Client's commercial document notably its general terms and conditions of purchase .Exceptions to the present terms of business are however possible through specific conditions expressly approved beforehand by our Company.

Article 2 - Orders

2.1 - Quotation. A quotation is provided by our Company in accordance with the Client's specifications . Any change in those specifications made by the Client, as well as any change in the price of raw materials or in the characteristics of the products during negotiations, will give rise to a new quotation by our Company. 
The validity of each quotation is strictly limited to the period indicated therein.

2.2 - Order. Any order issued by the Client will have to mention the references of the quotation upon which the order is made. Such an order shall be definitive and firm and shall imply whole and full adhesion to the present terms of business.
However our Company will be bound towards the Client by an order only when the potential down payment provided for in the quotation is made.
Subsequent modifications of the order, whatsoever and in particular in terms of price and/or delivery dates, shall only be possible if they are expressly approved by our Company.
In order to be taken into account by our Company, any requested modification of an order will have to be put in writing and reach our Company no later than 8 days following the receipt of the initial order.
As a result of the possible acceptance by our Company of a modification requested by the Client the initially agreed delivery dates may be postponed.

Article 3 - Delivery

3.1 - Delivery dates. Delivery dates mentioned on the quotation are for information purpose s only.Delays in delivery cannot give rise to any penalty or compensation, nor can they justify the cancellation of the order by the Client, subject however to the provisions of article 9 hereinafter.

3.2 - Methods of delivery. The delivery can be carried out either by removal of the products by the Client from our premises, or by delivery of the same to the location indicated by the Client.
In either case, the carrier can be chartered either by our Company or by the Client, as agreed between the parties.Export orders referring to an Incoterm, shall be carried out by the parties in compliance with the terms of the same.

3.3 - Risks. Transportation of the products shall be carried out at the Client's own risk and cost. Insurance of the products shall be the Client's responsibility or else in accordance with the Incoterms if applicable.

3.4 - Complaints. Any visible damage (missing elements, etc) affecting the products as noticed upon delivery in France will have to be stated in writing and addressed by the Client to the carrier by registered mail, with a copy to our Company, within three days (bank holiday excluded) following the receipt of the products.
Any complaint related to a potential non-conformity of the delivered products will have to be addressed in writing (fax confirmed by registered mail) to our Company within 30 days following the receipt of the aforesaid products with a detailed description of the alleged non-conformity.
Our Company is entitled to dispatch a technician to the Client's premises in order to confirm such non-conformity, determine its cause and attempt to correct it . If needed, our Company shall be entitled to request the return of the products to its own premises in order to carry out the required mending.
The Client is not entitled to unilaterally proceed with the return of the products without the prior written approval from our Company.
Intervention fees and, if need be, the costs of reshipping the products, replacement of whole or part of the products or complementary deliveries, will be borne by our Company only if its liability for apparent damage or non-conformity is expressly established.
The Client is not entitled to claim for any compensation or termination, and this without prejudice of the restrictions provided for in article 6.3 hereinafter. In any case the Client's complaint in accordance with the foregoing does not suspend the payment by the Client of the concerned products.

Article 4 - Installation and Training

Our Company will be able to carry out the installation and start-up of the products, as well as the training of the Client's staff, on the basis of a quotation accepted by the Client and a schedule to be agreed on by both parties.
To this end, the Client will notably have to leave free access to his premises for our Company's employees. The Client staff to be trained by us and/or using the products need to have established technical skills. All the services required for the installation and start-up of the products which are not expressly stated in the quotation will have to be undertaken by the Client at his own costs.

Article 5 - Price and methods of payment

Unless otherwise specified, the prices established by our Company are intended to be net payable, without discount, departing from the factory, transport and packing excluded. The applicable price shall be stated on the quotation and reproduced as such on the order.
The Client will have to proceed with the payment in accordance with the schedule stated in the quotation .
Invoices are payable at our Company's registered office on the due date indicated therein. The non-payment of an invoice at its due date shall give rise automatically to interests on arrears, computed on the basis of one and a half times the statutory rate of interest, independently of any other damage s to be claimed by our Company. Moreover, our Company shall be entitled to stay the supply of its services in case of non - payment of an invoice.

Article 6 - Warranty

6.1 - Scope of application. Our warranty only applies to products that regularly become the property of the Client. It only applies to products manufactured by our Company. Our company warrants only genuine spare parts.

6.2 - Hidden defects. Our products are warranted against any hidden defect in raw material or construction defect, which render it improper for use and which is unlikely to be detected by the Client before use. A conception defect is not to be considered as a hidden defect. The Client will have to establish the reality of the alleged defects. Our warranty (materials and labour) is for one year from delivery. For electrical and thermal motors, the extent and duration of the related warranty cannot exceed the one granted by the suppliers of the same.

6.3 - Limitations. Our Company's warranty is expressly excluded in case of misuse of the delivered products. In all cases, our Company's potential liability is restricted to the replacement free of charge of defective spare parts acknowledged by our technical department. All and any indirect or consequential damage such as profit loss, client's loss, damage to reputation are expressly excluded from our warranty.

Article 7 - Intellectual Property

Unless otherwise agreed with the Client, our Company remains the sole owner of all and any intellectual property rights pertaining to blueprints , technical documents, drawings and documentation it establishes in relation with an order. The Client undertakes not to use the blueprints , technical documents, drawings and documentation in a way that would be likely to infringe our Company's industrial or intellectual property rights, and not to disclose the same to any third party.If the services required by the Client are restricted to specific Research and Development works, the intellectual property rights relating thereto shall be assigned to the Client subject to consideration.
If the products delivered by our Company are manufactured on the basis of blueprints , drawings or technical documents issued by the Client, the latter shall guarantee our Company against any claim arising from third parties in this respect.

Article 8 - Reserved Ownership Term

Our Company will remain the owner of the supplied products until full payment of the same has occurred in compliance with the contractual conditions and this, even in the case of a receivership of the Client, in accordance with article L. 621-122 and sq. of the French Commercial Code.

Article 9 - Force Majeure

Our Company shall not be liable for any failure to comply with its obligations where such failure is caused by a Force Majeure event such as any act of God, strike, freeze, fire, storm, flood, epidemic, supply problems, etc… which directly affects our Company's obligations.
Should the event of Force Majeure last three (3) months, each party will be entitled to cancel the order, without being liable for damages.

Article 10 - Applicable law

The sales governed by the present terms of business shall be submitted to French law, the application of the Convention of Vienna relating to International Sales is hereby expressly excluded.

Article 11 - Jurisdiction

Any litigation relating to the sales governed by the present terms of business, shall be exclusively submitted to the jurisdiction of the Commercial Court of PONTOISE, even in case of multiple defendants and of warranty enforcement.