The present general terms of sale, as well as the provisions specific to our various price lists, cancel any previous terms as need be and may be amended without notice.
Our price lists do not constitute an offer.
Replies to pricing requests are given for guidance and are not binding on us. The same applies with respect to any information provided directly or through advertising on our products.
Orders, changes to orders and commitments made are not binding on us unless we accept them in writing. They entail full acceptance of our general and specific sales terms and other provisions of our various price lists.
Cancellation of an order shall not be effective until after our written notification and acceptance. Whatever the case, the buyer shall take delivery of the quantities produced before the close of manufacturing, independently of any other responsibility he may have.
II. SPECIAL PERFORMANCE TERMS
Studies and tooling made for the manufacture of the models specially requested by our customers are and shall always remain, whatever the circumstances, our property. The customer’s contributions to tooling study and creation expenses shall be payable before their execution and shall not be refundable. We reserve the right to destroy any tooling that has not been used to manufacture articles for a period of six years.
For products specially made at a customer’s request, the technical impossibility of guaranteeing the absolute match between manufactured quantities and ordered quantities entails, for customers, the obligation to accept delivery and make payment for the quantities actually made, provided that the variance with respect to the order does not exceed:
- + or – 30% from 0 to 50,000 parts
- + or - 20% from 50,000 to 100 000 parts
- + or – 15% from 100,000 to 250,000 parts
- + or – 10% from 250,000 to 500,000 parts
- + or – 5% above 500,000 parts
III. IMPOSSIBILITY OF EXECUTION
Force majeure and acts of God exempt us from any obligation to manufacture or deliver. The following, in particular, are considered cases of force majeure: strike, fire, flood, storm, lack of raw materials, power, fuel and goods of all kinds, furnace and machine accidents, and the interruption and scarcity of transport.
Unless a different agreement is entered into by the parties, any merchandise sold by us travels at the recipient’s risk.
We may not be held liable with respect to the buyer unless we ourselves entered into the corresponding transport and insurance contract and if the buyer made the reserves corresponding to his complaints to the carrier within the legal timeframe or that stated in the documents sent with the goods.
If the buyer does not take delivery on the agreed date, all the risks and ancillary expenses incurred from that date are at his expense, with the sale then carried out at his own risk.
Any delay in the customer’s taking or requesting delivery with respect to the agreed schedule (which may not be greater than six months after the first manufacture) ipso jure entails liability, implying in particular all storage costs for the goods being borne by him and the immediate invoicing of the amount of the order upon first notice. Any goods not removed six months after that invoicing may be destroyed after formal notice to the customer.
On penalty of foreclosure, the customer shall make any written complaints within one month of receiving the goods.
In the event of an acknowledged manufacturing defect, our liability is limited to the replacement or reimbursement of the defective goods insofar as they have been returned.
Any breakage, insufficiency or defect occurring in a quantity less than 2% of the total amount of the delivery shall be considered as normal and shall not give rise to damages.
Failing any specific agreement entered into with the customer, our standard specifications apply.
We shall not be held liable for any failure to comply with normal conditions of use.
The products we market must be tested beforehand for compatibility by users. They are designed for a single use and are not therefore reusable. The delivery dates set in the acknowledgments of receipt are for guidance only. We shall in no way be held liable for any compensation, penalty or cancellation with respect to late delivery.
Whatever the nature, grounds or terms of any proceedings brought against us may be, we shall under no circumstances be liable for any consequential losses such as any financial or commercial damage (for example loss of profits, loss of orders, any commercial disruption) or any damage resulting from proceedings brought against the customer by a third party.
Goods are invoiced at the current prices on the date of delivery.
Our invoices are considered as payable at our Registered Office, net, thirty days from date of invoice, except for any special provisions that may be mutually agreed, with no deduction or compensation of any sort by the customer.
The settlement date corresponding to that payment time or to any different time set by mutual agreement is stated on the invoice.
For the first order, we reserve the right to demand cash payment or payment before delivery.
Similarly, if we have any serious or particular reasons to fear that the customer may have difficulty making payment on or after the order date, we may subject acceptance of the order to cash payment before delivery or in cash, to the limitation of outstanding amounts or the supply of guarantees in our favour by the customer.
An indemnification by a lump sum of 40 Euros to cover collection charges will automatically be due by the client from the first day of late payment. According to the provisions of the Article L441-6 of the French Commercial Code, we reserve the right to demand additional indemnification when the collection charges exceed this lump sum.
We may demand that the customer provide us with accounting documents that allow us to appraise his solvability.
Our bills of exchange or our acceptance of another method of payment do not constitute any substitution or dispensation of that clause.
Any payment taking place after the settlement date stated on the invoice shall give rise, with no need for formal notice, to the application of late payment penalties on the basis of 3 times the legal interest rate in force in France on the settlement date appearing on the invoice. This penalty shall be applied as from the date following the settlement date appearing on the invoice and until payment in full.
In the event that we have accepted the settlement of our supplies in several instalments, we may immediately demand, by registered letter return receipt requested, the amount owed in full if any of those instalments is not met.
If, in the course of a contract with staggered deliveries, the buyer does not pay for one of the deliveries on the due date, we may retain the goods to be delivered until payment in full of the amounts owed in principal and interest.
Furthermore, any useful guarantees for the performance of the contract may be demanded from the buyer prior to the resumption of deliveries.
Finally, in the event of non-payment of an invoice on its due date, we may pronounce the ipso jure resolution of the contract by registered letter, return receipt requested, without prejudice to any demand for damages from customer.
VIII. TITLE RETENTION CLAUSE
It is explicitly agreed that we retain ownership of the goods until the payment in full of their price in principal and interest, with the submission of a bill or exchange or other instrument creating an obligation to pay but not constituting payment of delivery.
However, from the delivery of said goods, the acquirer shall become liable for them. The buyer shall, therefore, take out an insurance contract covering risks of loss, destruction or theft of the goods referred to above.
It is explicitly agreed that we may call upon the rights held with respect to any of our receivables under the present clause for the entirety of the goods in the customer’s possession, such goods being contractually assumed to be the unpaid goods.
Our general terms of sale prevail over all our customers’ general and specific terms.
The courts with jurisdiction over our Head Office shall have sole competence for any dispute and French law alone shall be applicable.
Any technical, commercial or other information or documents (particularly studies and plans) that we provide to the customer in any form whatsoever prior to any order or in performance thereof remain our property and are subject to an obligation of confidentiality on the part of the customer, who shall not disclose them to a third party without our prior written agreement.