Article 1 : Application
Opposability of purchasing general terms
1.1 All of our sales are submitted to the general conditions listed hereunder.
Consequently, each order issued implies the whole and complete agreement on the buyer’s behalf to these general terms of purchase; this excludes any other document such as leaflets, catalogues issued by the seller (that have an indicative value ONLY).
1.2 No other special condition can, without written and definite seller’s consent, overcome the general terms of purchase.
1.3 Without the seller’s formal agreement, all other differing conditions issued by the buyer do not engage the seller, regardless of the moment at which they became known.
1.4 The fact that the seller does not take advantage of one of these general terms of purchase does not mean he renounces to take advantage of one of the said conditions.
Article 2 : Purchase orders – quotations
2.1 The seller will not be engaged by orders placed by its sales representatives or employees unless there is a written and signed confirmation. Nonetheless, the approval can also result from the shipment of the goods.
2.2 Orders must reach our company as soon as possible in order to allow us to respect the delivery terms.
2.3 Each purchase order is personal and cannot be sold without our agreement.
2. An amendment to a purchase order (by the buyer) cannot be taken into account unless; it is in written form and prior to the shipment. If we do not accept the modification, the shipments that were sent will be invoiced to the customer.
2.5 Documents that have the purpose of informing (quotation, leaflet), represent the special conditions that modify or complete the general terms.
Unless there is a differing stipulation, the documents that have the purpose of informing are only valid for one month after being sent. When the buyer’s agreement takes place after the period of validity of the quotation, the seller will transmit new price conditions.
Article 3 : Delivery – Risk – Receipt – Sending back
3.1 Goods are delivered either directly to the buyer in the seller’s premises or to a shipper or a carrier in the seller’s premises.
3.2 We only deliver upon availability.
Seller is allowed to proceed to total or partial deliveries.
Our delivery terms are stipulated as precisely as possible, but they depend on our supplies and transport possibilities.
A delay in delivery cannot lead to damages or deduction or cancellation of the current orders.
Force majeure events releasing the seller from its obligation to deliver are: war, riots, fire, strikes, troubles affecting the production line (such as a forced stopping of the furnaces), impossibility of being supplied, etc.
Delivery on-time cannot take place if the buyer has not fulfilled its obligation vis-à-vis the seller, regardless of the cause.
3.3 Goods are delivered free of charges, unless another stipulation has been made. Goods are always shipped at the consignee’s risk. In case of damaged or missing goods, the consignee will issue all necessary observations and confirm the discrepancies, by registered mail with an acknowledgment of receipt to the carrier, within three (3) days after the reception of the goods.
3.4 The goods must be accepted and inspected upon delivery.
Without prejudice to arrangements to be made with the carrier, the complaints relative to obvious defects, damages or non conformity of the delivered goods must be formulated, by registered mail with an acknowledgment of receipt, to the carrier within 8 days after the goods were received.
The buyer is required to provide proof of the reality of the defects and/or damages perceived.
3.5 Every return of goods must be formally agreed to by the seller and the buyer. Each good returned without this agreement will be put at the buyer’s disposal and will not give place to a credit note.
The expenses and risks of returning the goods will be at the charge of the buyer.
In the event of obvious defect or non conformity of delivered goods, which will be duly recorded and admitted by the seller in the above mentioned conditions, the buyer will issue a free replacement of the said goods, which excludes any compensation or damage liability.
3.6 In all cases, the customer commits to accept delivery of the goods at the date agreed upon with the seller. Otherwise the goods, as of yet undelivered, will be immediately invoiced.
In addition, the customer will be liable by law to the seller for a monthly compensation covering stock expenses, and amounting to 1% of the cost before tax of undelivered goods.
In exemption to article 7 of these general terms, the customer will be responsible for all risks of lost, robbery or damages of the goods put at his disposal.
Article 4 : Price
Prices invoiced are those valid at the time of delivery.
Their amounts are mentioned in particular conditions.
The applicable price list can be modified at any moment, notably to follow economics.
Each customer will be informed of any modification in the price list.
If there is a disagreement concerning the price, the customer can ask the Expert appointed by the President of the Commercial Court in Albi (France) to fix the price.
Unless there is a differing stipulation, prices are before taxes and including carrying and packing.
Any other taxes, fees or duties to be paid following French regulations (or import / transit country regulations) are to be paid by the buyer.
Article 5 : Payment – payment methods
5.1 Unless there is a differing stipulation, invoices are to be paid in Albi (France) and in compliance to these conditions :
- First order : cash before the delivery or cash at the delivery
- Next orders : payment in 30 days - end of month from invoice date.
Every anticipated payment will involve a discount (amount specified on our invoices).
5.2 If there is a payment overdue, the seller can delay or cancel all current orders, without prejudice to any other legal action. Collection expenses will be paid by the buyer including the Members of Legal profession fees. For each unpaid amount at the settlement date, the buyer will be liable, by rights and without previous notice to pay, for a penalization for overdue payment, calculated by applying an interest rate equal to 1.5 times the legal rate of the overdue total amount.
Besides, in the event of total or partial non-payment, the amounts due on this order or other orders already delivered or in the process of being delivered, will be immediately due after formal demand properly made by the seller through registered mail with acknowledgment of receipt.
5.3 Payment is considered effective once the money is received ; a draft or any other order to pay does not constitute payment.
5.4 If there is any amount due 30 days after an unsuccessful formal demand, the sale will be legally cancelled if the seller so chooses it. The seller will be able to ask, by emergency proceedings, for the goods to be return, without prejudice to other liabilities.
The cancellation will concern not only the current order but also previous overdue orders, delivered or in the process of being delivered, whereas their payment is overdue or not.
If payment is to be made by bill of exchange, the non-return of the bill will be considered as a refusal comparable to a non-payment.
5.5 In no way can payments be deferred, nor covered by any compensation without the seller’s previous and written agreement. Partial payments will be first affected to the non privileged part of the debt to the amounts which are most over dues.
Article 6 – Guarantee requirement
Any deterioration of the buyer credit may justify the request of guarantees or cash payment or at sight-draft before fulfilment of orders received.
Article 7 – Risk transfer
Risk transfer of the goods begins when they leave the seller’s warehouse.
Article 8 – Moulds – Tools
Moulds and tools designed by the seller, in order to fulfil a buyer’s special order, remain our property.
Any special order sent in by the buyer requires a guarantee deposit. The guarantee deposit insures the seller a minimum volume of orders necessary to recoup the cost of moulds and tools designed for the order.
The amount of the guarantee deposit and the minimum volume of orders are specified in the subsidiary agreement between both parts.
The guarantee deposit belongs definitively to the seller from the moment that the buyer does not respect the minimum volume of orders.
Article 9 – Property reserve
9.1 The seller is the owner of the goods sold until effective payment of the whole price (principal and incidental) is done at the due date.
9.2 However, the buyer bears all risks that goods can undergo or cause from the moment they are dispatched from the seller’s warehouse.
The buyer must (if the seller requests so) justify of the subscription, to cover the risks listed above, to an insurance policy and the payment of its premiums.
9.3 In the event of non-payment of one of the amount dues by the buyer, the seller will be able to require by registered mail with an acknowledgment of receipt (and without losing any of its legal rights) the return of goods at the buyer’s risks and expenses. The seller may immediately and unilaterally draw up a stock inventory of unpaid goods in the buyer’s possession.
The buyer will also bear the legal expenses as well as any legal and judicial fees.
He will also have to pay a devaluation indexation fee; it is fixed at 1% of the goods price per month of holding from the time of delivery until the return of the goods. This indexation will be compensated by the instalments paid.
9.4 The buyer will make sure that identification of goods is always possible. The goods in stock are alleged to be those unpaid.
Article 10 – Competence – Attributions
Any litigation concerning this sale, even a petition of guarantee or multiplicity of defendants, is, if no amicable arrangement is reached, under the competency of The Commercial Court in Albi (France).
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