General terms and conditions of sale
The information given in the catalogues, documents and rates, description, characteristics, performances, price… of machines, are only a guideline, the vendor reserves the right to add any modifications considered necessary at any time. The equipment only includes material specified in the estimate.
Technical information and designs given by the vendor as part of an offer or a contract remain his property and cannot be given to a third party or executed without the vendor’s written agreement. Installation instructions and diagrams supplied by the vendor are indicative and for which he is not held responsible.
The rates are pre-tax ex-works 56 Lorient, France, equipment packed. Unless otherwise stipulated, the rates, offers, estimates, proforma… are established in French francs. Unless otherwise stipulated in the contract, the rate applied is the one in force at the moment the goods are delivered.
The Terms and Conditions of Sale apply to all sales contracts unless special conditions are stipulated in the contract. Our Terms and Conditions of Sale prevail over all contrary clauses which we have not specifically accepted.
The sales contract, even in the case of an estimate or preliminary offer, is only firm subject to the vendor’s express acceptance of the buyer’s order and within a month of its reception. If the vendor does not give written notice of the refusal of an order, the order is considered to be accepted.
The buyer has the right to cancel the contract at the latest four months before the fixed delivery date. But he must, in this case, reimburse the vendor for expenses actually caused, with a minimum of 25% of the contract price.
DELIVERY AND PRICE
The terms of delivery are given as an indication and without guarantee. Unless otherwise stipulated in the sales contract, delivery is made from the vendor’s factory or warehouse, equipment packed.
The delivery is carried out either by direct documents to the client, or by a simple advice of draft, or by the delivery in the vendor’s factories or warehouses to a shipper or carrier appointed by the client or, failing this, by the vendor.
The terms of delivery run from the latest of the following dates : acknowledgement of receipt of the order, receipts by the vendor of information, deposit or equipment that the buyer has undertaken to deliver. Delays can in no way justify the cancellation of the order. Unless otherwise stipulated in the contract, no deduction, compensation, penalty for delivery delay can be claimed by the buyer. The payment of equipment cannot be modified due to possible penalties.
The delivery principle in the vendor’s factories or warehouses cannot be subject to exceptions due to indications such as : free hand over at railway station, on quay, carriage paid or reimbursement of all or part of carrying charges which should not be considered as concessions on prices without a transfer of responsibility. If, when entrusted to a carrier, the merchandise is lost or damaged, the client must enter precise and complete reservations on the transport documents and repeat his justifiable protesting conforming to the forms and time-limits of Article 105 of the Commercial Code.
If delivery is delayed for some reason, independent of the vendor’s goodwill, and if he agrees, the equipment is stored and handled, if necessary, at the buyer’s risk and expense, the vendor refusing all subsequent responsibility. These measures do not modify in any way the payment of equipment commitments and constitutes no substitution.
CASE OF ABSOLUTE NECESSITY (FORCE MAJEURE)
The vendor is freed, by rights, of all his contractual obligations in a case of absolute necessity (force majeure) or events concerning the vendor or his suppliers, such as : lock out, strike, epidemic, war, requisitioning, fire, floods, tools accident, waste of important parts during manufacture, interruption or delay in transportation, suspension of raw materials or energy or any other reason leading to complete or partial unemployment. The vendor will keep the buyer informed in good time of these cases or events.
Unless there is a contrary clause stipulated in the contract, our bills are payable at the vendor’s registered office, cash against documents, net and without trade discount.
Under no circumstances can the terms of payment be delayed, even contentiously. The vendor is released, by right, of all his contract obligations if the terms of payment have not been respected.
Conforming to Article 33 of the December 1st 1986 regulations, late payment charges are applied when the sums owed are paid after the contract payment date. By express agreement and unless the request for delay is solicited in time and accepted by the vendor, failure to pay for our equipment and services at the due date will entail :
- immediate reimbursement of all remaining sums due whatever the planned method of payment.
- payment of penalties at the rate of one and a half times the legal interest rate per month overdue in relation to the due date without this clause being prejudicial to the reimbursement of the debt.
- payment, in the capacity of the penal cause, of an indemnity equal to 20% of the sums due in addition to the penalties specified in the above indented line and eventual judicial charges.
- payment of an additional 40 Euros as collection fee (article 441-5 of the commercial law)
If, during a previous contract, the buyer has not met with his commitments, a refusal to sell could be opposed to him, unless sufficient guarantees are provided or payment is made at the latest on delivery. No rebate can be granted for advanced payment.
In the event of sale, buyer’s transfer, collateral remission or company assets from stock in trade or equipment, the sums due become immediately repayable whatever terms have been agreed on previously.
PROPERTY RESERVE (Law N° 80-335 of May 12th 1980)
The vendor retains the property of goods sold until actual payment in full of the major cost and accessories, taking into account that a simple bill of exchange does not amount to payment.
Non-payment at any due date could cause the vendor to reclaim his goods and, if he feels like it, he has the right to cancel the contract. The deposits already made remain acquired by the vendor as compensation.
However, the buyer is held responsible, as from the delivery date, in the same way as III above, for risks of loss or deterioration of these goods as well as damage caused by them and is committed to take out an insurance policy covering these risks.
STARTING UP, INTERVENTION ON SITE
When the client requests the vendor’s intervention, he must be informed in writing at least three weeks in advance. When the vendor intervenes on the site sending the technician (s), to which, as soon as they arrive, the buyer supplies all the necessary means for starting up and trial runs. The client must only ask for the vendor’s intervention when the installation is completed and all conditions necessary for starting up have been assembled.
Installation work is not included in our estimates (drilling holes through walls, gutters, ground beds, earthworks, ponds, laying pipes etc.).
The intervention time only takes into account the hours necessary for the work specified in the order. Time spent on additional work will be invoiced according to assembling conditions or any other new agreement with the client.
The buyer is responsible for all damage and shortages concerning the delivered equipment, as well as the technicians tools, following unpredictable events (bad weather, theft, floods, fire…) and accounts for the financial losses these may cause.
In case of an accident during intervention, the vendor’s responsibility is strictly limited to risks run by members of his own staff. In the same way, he is only responsible for his own equipment.
In case of damage to persons or goods other than described above, the client renounces invoking the vendor’s civil liability and exerting any recourse against him.
During interventions on the site, the vendor shares no common expense accounts with other companies working and building on the site, unless these expenses have been fixed by the construction project manager or his representatives as set and all inclusive in the form of a percentage known to all participants at the appeal for tenders.
Trial runs should be carried out in the presence of the buyer after the vendor’s intervention. If he is unable to assist or asks to postpone the trial, the vendor’s technicians can still carry them out and this gives the vendor the right to invoice and for the services to be paid.
The guarantee is strictly limited to the reconditioning of goods with defects or faults in safety standards, with the exception of any compensation, whatever this might be.
The vendor undertakes to remedy all defects caused by a fault in design, materials or within the limit of the following measures. The vendor’s responsibility is not applied to defects caused by either materials supplied or a design imposed by the buyer.
Any guarantee is also ruled out in the cases of unexpected incidents or absolute necessity (force majeure) as well as replacement or repairs due to normal wear of equipment, damages or accidents caused by carelessness, supervision or maintenance faults and bad use of equipment. The consumables, filter cartridges, belts, preservation and cleaning solutions, fuses, batteries, etc… are not guaranteed.
Unless otherwise stipulated, this commitment only applies to defects that occur over two years period (guarantee period) which starts from the delivery date, as shown in III above.
If installation or starting up is postponed, the guarantee period can be extended to up to 26 months. Spare parts or remade parts are guaranteed for a period of 6 months. This clause does not apply to other equipment parts.
In order to benefit from these clauses the buyer should inform the vendor, without delay and in writing, of defects attributed to the equipment and supply proof of this. He must make it easy for the vendor to take note of the defects and remedy them. He must not, unless the vendor expressly agrees, have the repairs done by himself or a third party.
The vendor has the right to make modifications if he thinks it necessary in order to fulfil his obligations. The work resulting from the guarantee obligation is carried out in the vendor’s workshop once the buyer has sent the equipment or faulty parts back for expertise and repairs or replacement. Depending on the type of equipment, in the case where the repairs have to be carried out on the installation site, the vendor covers the labour costs corresponding to expertise and repairs, with the exception of time passed for preliminary work or in dismantling and reassembling operations made necessary due to the equipment use or operating conditions and concerning elements which are not included in this equipment.
The transport cost of the equipment or faulty parts as well as the return of equipment or repaired or replaced parts are chargeable to the buyer as well as the vendor’s agents travelling and living expenses in case of repairing on the installation site.
The guarantee is only accepted after the faulty parts have been valued and returned to the vendor’s workshop. Any parts delivered before acceptation of the guarantee will be invoiced.
The vendor’s responsibility is strictly limited to these obligations and it is expressly agreed that the vendor is not obliged to give any compensation.
When performances concerning the obtaining of industrial or economic results are requested, a special agreement is drawn up between the two parties with the order.
The R/O membranes are, however, guaranteed as follows :
- total guarantee for one year following delivery of the unit
- coverage by the vendor of 2/3 of the cost of a faulty membrane during the 2nd year following delivery of the unit
- coverage by the vendor of 1/3 of the cost of a faulty membrane during the 3rd year following delivery of the unit
The application of this guarantee is, however, excluded in the case of carelessness, supervision or maintenance faults and bad use of the equipment.
Unless there is an express agreement to the contrary, repairs operations give no guarantee other than the correct carrying out of these operations.
Spare parts are guaranteed six months as of the delivery date as in III, only in the case of manufacturing defects.
In case of contesting with regard to the fulfilment of a contract or the interpretation of these Terms and Conditions of Sale, only the Lorient Commercial Court is qualified whatever the delivery conditions are, invoicing or payment specified in the contract, even in the case of a guarantee appeal or defendants plurality.
Contracts signed by the vendor are subject to French Law.
The French version of these Terms and Conditions of Sale is legally binding.
The present Terms and Conditions of Sale are valid and cannot be altered by the total or partial nullity of one or several of its clauses