GENERAL TERMS OF SALES AND PROVISIONS OF SERVICES
In accordance with current legislation, these general terms of sale and provision of services (GTSPS) constitute the basis for commercial negotiations with the Purchaser.
The placing of an order shall imply unreserved acceptance of these GTSPS which shall prevail over all other conditions and particular any stipulations to the contrary which may be contained in the Purchaser's order forms or in its general terms of purchase, with the exception of those which have expressly been accepted in writing by the Supplier.
The fact that the Supplier fails to invoke at any given time one or more of the provisions of the GTSPS may not be construed as a waiver, the Supplier always remaining free to demand their strict application.
2- SCOPE OF APPLICATION OF THE GTSPS
These GTSPS shall automatically apply to any sale of goods or the provision of any service made by the "Supplier".
The sale of goods or provision of a service is deemed to be made on the date of express acceptance of the order by the Supplier.
Prior to this date, these GTSPS shall have been provided to the Purchaser.
Any order, to be taken into consideration, must be placed in writing or by any equivalent technological means providing proof of the contractual agreement. It must contain the following items: the term "order form", the date and place of delivery requested, information necessary for invoicing, European VAT number where applicable, item number and description of the product or service, as well as the quantity and order unit of the product.
The order received is valid only after its express acceptance by the Supplier, in the form of an order acknowledgment sent to the Purchaser for the said order, by post, e-mail or any other equivalent process. Any order received may only be changed or cancelled with the express agreement of the Supplier. Such changes or cancellation must be notified in writing with acknowledgment of receipt before the goods are shipped or the performance of the service begun.
As of these dates, any order is deemed firm and final.
In the event of a cancellation accepted by the Supplier, the cancellation may lead to the payment to the Supplier of compensation to cover costs already incurred for the execution of the said order and the loss of earnings.
The Supplier reserves the right to make any modifications to the layout, form, dimensions or materials of its products, of which images and descriptions are contained in its printed literature or internet site for advertising purposes.
4- EXECUTION – DELIVERY - TRANSFER OF RISKS
Unless agreed otherwise in the order acknowledgment, the goods will be delivered to the Supplier's warehouse, and the services are performed on the Supplier's premises.
Unless agreed otherwise the costs relating to the delivery of the goods and the performance of the service are payable by the Purchaser.
The risks of loss or damage of the goods are transferred to the Purchaser as soon as they are shipped or picked up from the Supplier's warehouses.
For sales abroad, the conditions of sale and transfer of risks will be those of the Incoterm stated in the contract or in the order acknowledgment, according to the most recent version of the CCI Incoterms in force at the time of making the offer.
Delivery times and lead times for the performance of the service are given purely for guidance and shall not constitute an essential condition of the agreement between the parties.
Delays in the delivery of the goods or the performance of the service give no right to withhold payment or claim any damages whatever.
The date indicated furthermore shall be suspended as of right in the event of any case of force majeure or one of the events listed in Article 13.
The Supplier may not be held liable for the consequences of any delays in the shipment time, said obligation being incumbent exclusively upon the carrier.
In any event, the delivery of the goods or the performance of the service will only take place within the time specified if the Purchaser is up to date with all its obligations and in particular with the payment of the Supplier's invoices which are due.
5- RECEIPT AND RETURN OF THE PRODUCTS
Without prejudice to the measures to be taken as regards the carrier, the Supplier must be informed of any claim or objection concerning the quantity delivered, the performance, the quality, or any other reason, in writing within 72 hours of the products' arrival at the agreed place of delivery or the date of completion of the service. After that, the goods or service shall be considered as finally accepted by the Purchaser.
It will be the responsibility of the Purchaser to provide proof of the reality of the anomalies or defects found. It must allow the Supplier the possibility of ascertaining the nature of these defects and remedying them. It shall refrain from taking any action itself or bringing in a third party for this purpose.
If an anomaly is acknowledged, the Supplier's liability shall be limited to the replacement of the parts concerned, to the exclusion of any compensation of any nature. Any exceptional return of a product must be formally agreed in advance by the Supplier. The costs and risks of the return shall always be the responsibility of the Purchaser. In any case, no goods will be taken back after a period of two months running from the date of reporting the claim to the Supplier.
Such exceptional returns shall be limited to catalogue equipment and subject to the prior written agreement of the Supplier.
The amount of the return expenses is fixed at a minimum of 20% of the tax inclusive amount of the invoice, even if the equipment is in perfect working order and can be reused.
Carriage costs concerning returned goods remain payable by the Purchaser.
Any return accepted by the Supplier shall lead to the issuing of a credit note to the Purchaser, after qualitative and quantitative inspection of the products returned.
Any product returned without the Supplier's agreement would be held at the disposal of the Purchaser and would not give rise to the issuing of a credit note.
In the event of a dispute arising regarding part of an order, its notification shall relieve the Purchaser of the necessity to pay for the non-disputed part of the invoice on the due date fixed by the contract.
The prices of the products and services as well as the information contained in the catalogues, brochures, pricelists and website are provided for guidance only and may be modified by the Supplier at any time, in particular in the event of changes in the cost of raw materials, production factors and the exchange rate between the Supplier's and the Purchaser's currency (outside the Euro zone).
Unless stipulated otherwise in the Supplier's order confirmation, prices are quoted exclusive of tax and travelling expenses, ex works, packaging included, except for special packaging which will be the subject of a supplementary charge. Prices are quoted in Euros.
Invoices will be drawn up according to the prices in the order confirmation issued by the Supplier. For repair services, the price is the price given in the quotation.
Discounts may be granted according to the quantities negotiated or a turnover to be reached.
7- PAYMENT – DEADLINE FOR PAYMENT
Unless otherwise stipulated in the order confirmations, the goods shall be paid for by bank transfer, at the latest 30 days after the end of the month (invoice date). The Purchaser shall only be released from its obligations on receipt of the funds by the Supplier's bank.
Any new transaction with a new company will begin by a payment prior to delivery or the beginning of the performance of the service.
For transactions abroad, the conditions of payment remain the same as regards the payment deadline, but payments shall either be made by SWIFT transfer to the designated bank account, or by irrevocable documentary credit confirmed by a bank of the Supplier's choice.
Orders whose payment is to be made by means of a documentary credit or guaranteed by a stand‑by letter or credit or other security, such as a bond or guarantee, shall only be settled on receipt of the notification of the opening an operational documentary credit with no particular conditions or the issuing of a stand‑by letter of credit, security or guarantee required.
With the exception of payments made prior to delivery or before the performance of the service, no discounts shall be granted for early payment.
In the case of a payment made before delivery, on receipt of the goods or before the performance of the service, a discount of 1% can be granted on the tax inclusive amount of the invoice.
Any order for an amount under 300 Euros shall give rise to the invoicing of a fixed amount of 30 Euros intended to cover administrative costs.
8- LATE PAYMENT-NON-PAYMENT
8.1 Penalty clause - Late payment interest
In accordance with current legislation, any late payment, even partial, shall lead as of right to the application of late payment penalties, which become due the day after the due date stated on the invoice and until full payment is made of the entire amount, without any formal warning being necessary.
The rate of these late payment penalties is equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points.
8.2 Covering compensation
In accordance with current legislation, a compensation of 40€ will be invoiced by the Supplier in case of late payment on every invoice and will be added to late payment penalties.
8.3 Acceleration clause
Non-payment on a contractually fixed due date shall lead as of right to all other invoices issued but not yet due becoming due immediately, even if they are the subject of accepted bills.
8.4 Conditions precedent and resolutory clauses
In the event of the failure to make a single payment on the due date, the Supplier reserves the right to suspend all undelivered order, even to cancel them, with 48 hours of receiving a registered letter left unheeded, whilst retaining any part payments already made.
Should the Purchaser fail to fulfil its obligations, the contract shall be terminated automatically in favour of the Supplier, without prejudice to any damages it may be able to claim from the Purchaser.
In the case of orders to be paid by documentary credit, no deliveries or performance of services shall take place until the Supplier is notified of the opening of the credit.
9- CASH PAYMENT OR GUARANTEE REQUIRED
Any deterioration in the Purchaser's credit situation may justify the demanding or guarantees or cash payment before delivery of the orders received.
The Supplier reserves the right, depending on the risks incurred, to fix a ceiling on the amount of credit granted to each purchaser and to demand certain payment deadlines or certain guarantees.
10- RETENTION OF TITLE CLAUSE
The products delivered or made available and mentioned in the order acknowledgment shall remain the Supplier's property until full payment of their price, principal and ancillary items, the risk of loss and any liability or any other risk being transferred to the Purchaser as of shipping or collection of the products and for sales abroad in accordance with the Incoterm agreed.
The Purchaser therefore undertakes to take out an insurance policy covering the risks of loss, theft or destruction of the products.
Until full payment is made, the Purchaser must ensure that the products are stored in good conditions and in such a way as to ensure that they can be clearly identified as products belonging to the Supplier.
The Purchaser shall take all useful measures to protect the Supplier's rights over the products concerned by this retention of title clause and to inform the Supplier as promptly as possible of any claim by any third party relating to these products.
Should the Purchaser fail to pay all or a part of the price on the due date, the Supplier expressly reserves the right to take back the goods, which the Purchaser will then be obliged to return to the Supplier, at its own expense and risk on the latter's first request.
In the event of any claim, the down payments already made shall be retained by the Supplier in return for the enjoyment of the products from which the Purchaser has benefitted.
The Purchaser is authorised, as part of the normal operation of its business, to re-sell the goods supplied. However, it must not pledge them, or transfer their ownership by way of security.
In the event of re-sale, the Purchaser undertakes to pay immediately to the Supplier the part of the price still outstanding or to inform the Supplier immediately so that it may exercise its claim to the price with the third party which has purchased the goods and the Purchaser undertakes to inform the sub-purchaser that the goods sold are subject to the application of a retention of title clause.
The authorisation to re-sell goods is automatically withdrawn if the Purchaser is in receivership or compulsory liquidation.
Where appropriate, the foreign Purchaser undertakes to carry out the formalities necessary to the validity of this clause as they are applied in its State (registration, etc).
11- LIABILITY – INSURANCE
11 .1. The Supplier shall be obliged to repair any direct damage caused to the Purchaser as a result of wrongdoing or negligence attributable to it in the execution of this contract. The Supplier shall not be obliged to repair damage resulting from:
wrongdoing or negligence on the part of the Purchaser or any third party,
the use by the Supplier of materials, technical documents, data and methods provided by the Purchaser or whose use was imposed by the latter.
It is expressly agreed that this liability shall not extend to any consequential loss caused by the Supplier as a result or on the occasion of the execution of this contract. Consequential loss should be understood for the purposes of this clause as meaning any financial or commercial prejudice of any nature arising in particular for loss of use of a right or asset, interruption in a service or any loss of profits or data. The Purchaser warrants that its insurers and any third parties in contractual relationships with it shall not bring any claims against the Supplier and its insurer for such loss.
11.2. The Supplier shall not be held liable to the Purchaser on the basis of any failure in the safety of the products, when such products are used by the Purchaser mainly for professional purposes; this exclusion shall not apply to bodily injury suffered by the Purchaser's personnel or any third party.
11.3. In any case, total cumulated all-cause liability incurred by the Supplier to the Purchaser under this contract may not exceed the value of the contractual amount of the supplies or services giving rise to the claim.
Beyond this amount the Purchaser and its insurers, whose compliance it guarantees, waive all claims against the Supplier and its insurers.
For the use of the products, the Purchaser must imperatively consult, if one is provided, the corresponding technical instruction document and follow the indications given on the packaging. The Supplier shall not be held liable for damage caused by natural wear and tear, external accidents or any use of the product not specified by the Supplier in the technical instructions.
Our products are guaranteed against all material or manufacturing defects for a period of 12 months as from the date of delivery of the products or the performance of the services, in accordance with the warranty certificate that may be enclosed with the products. This warranty period is extended to 24 months for our electrical devices range only. Interventions under the warranty shall not have the effect of extending its duration.
Under this warranty, the Supplier's sole obligation shall be, at its discretion, to replace or repair the product or component acknowledged as defective by the Supplier. Unless expressly agreed otherwise, any carriage costs shall be borne by the Purchaser.
This warranty shall not cover the following defects:
defects due to negligence on the part of the Purchaser in handling, storing or installing the products without complying with the seller's specifications and instructions and/or the rules of use
defect resulting from the repair or modification of the products by the Purchaser or by any third party without the prior written agreement of the Supplier;
On top of this 12-month contractual warranty, a warranty extension may expressly be taken out by the Purchaser, which will be the subject of a separate agreement.
13- FORCE MAJEURE
The occurrence of a case of force majeure or one of the following events: strike, stoppage of production installations, shortage of transport, fire, civil commotion, terrorist attacks, war and more generally, any event beyond the Supplier's control that prevents it, even temporarily, from fulfilling its commitments, shall have the effect of suspending the execution of the Supplier's contractual obligations.
Is considered as a case of force majeure, any event beyond the Supplier's control, hindering its normal operations at the product manufacturing and/or shipping stage.
If a case of force majeure prevents the Supplier from meeting deadlines for delivery or the performance of a service, the latter shall be postponed in such a way as to increase the contractual deadline by a period equal to the time lost as a result of the case of force majeure. The Purchaser may not claim from the Supplier any indemnification or compensation of any nature whatever for late performance caused by a case of force majeure.
14- CONFIDENTIALITY - INDUSTRIAL PROPERTY RIGHTS
The Supplier shall retain full and absolute ownership of all drawings, plans, studies, calculations, prototypes, models, engravings, photographs or any other medium provided by it, and these shall be strictly confidential.
The Purchaser is forbidden from reproducing or communicating them to any third parties without the Supplier's express agreement.
The sale price or the price of the service paid by the Purchaser shall not shall not in any way assign any intellectual or industrial property rights or know-how belonging to the Supplier, and the Purchaser shall only have a right to use or sell the products supplied, but not to reproduce them.
In the event of the sale of the products by the Purchaser, the sub-purchaser must undertake to respect this clause in the same terms as the Purchaser, which guarantees such compliance to the Supplier.
15-JURISDICTION AND APPLICABLE LAW
In the event of any dispute, if no amicable solution is found within a reasonable period of time, the party first acting may take the matter before the relevant court. All disputes shall be subject to the exclusive jurisdiction of the Tribunal de Commerce of PARIS, even in the case of the introduction of third parties or multiple defendants, and the applicable law shall be French law.
The application of the Vienna Convention is expressly excluded by the parties, in accordance with Article 5 thereof.
16 – LANGUAGE
In the event of any difficulty, only the French wording of the CGVPS shall be considered authentic.
SAS with capital of 1 000 000 €
ZI « Les Charmes d’Amont » - 13 Rue de Madrid – 39500 TAVAUX - FRANCE
Tel : + 33.(0) 3 84 82 13 30 - Fax : +33(0) 3 84 82 40 48
E-mail : firstname.lastname@example.org
Website : www.electro-pjp.com
RCS LONS LE SAUNIER – N° SIRET 316 085 828 00028
European VAT n° FR46316085828
Legal liability insurance policy no. RC n° 119.114.181
MMA – 2 rue Sainte Catherine BP 1277 – 68055 MULHOUSE CEDEX