1 - VALIDITY OF ORDERS AND ACCEPTANCE OF GENERAL TERMS OF SALE
Orders shall only be valid subsequent to acceptance by our sales department in the form of our order acknowledgement. They shall imply full adherence to all our general and special terms of sale, unless the purchaser has notified our company, by registered letter, at the latest within eight days of the sending of the order acknowledgement (this deadline shall be extended to 15 days for purchasers domiciled abroad) of its failure to agree on one or other of the provisions given below. Any clause stated in letters or purchase orders from our clients and contrary to the clauses given below may not be applied unless this has been approved by us, in writing, during order registration. Information relating to catalogues, brochures, price lists or other documents, other than order acknowledgements, is only given for information purposes and shall not be binding for the vendor. Open orders must be stated as such in the order acknowledgement specifying, in addition to the total quantities ordered, the start and end dates of the period during which these quantities must have been requested by the Purchaser, as well as the terms of validity for selling prices specific to each open order. No open orders will be accepted for a period in excess of 6 months. All other provisions applicable to firm orders shall be applicable to open orders. Cancellations of orders relating to products that are specific to the purchaser shall not be accepted. For other products, order cancellations can only be accepted if no expense has been incurred in their satisfaction at the time when the cancellation is made. Otherwise, the purchaser shall be invoiced in full for these expenses.
2 - CONSTRUCTION OF PROTOTYPES
The construction of prototypes, whether or not this is followed by a pre-production run and mass production order, shall be invoiced to the client in the form of a percentage of the tooling costs. Tooling costs shall include costs relating to the design and construction of prototypes, and, in particular, those relating to the drawing up of plans, drawings and studies, as well as costs appertaining to the design and construction of moulds, cutting-dies or other tools and of the prototype itself. In any event, all tools relating to the prototype, as well as the corresponding plans, drawings and studies, shall continue to be owned, in full, by us. At the client's request and with our approval, this unit may be the subject of a transfer involving transfer of ownership, which shall be accompanied by a separate invoice taking into consideration the part already paid for by the client.Toolings will be kept for a period of three years from the last manufacture date of concerned products. At the end of this retention period and in the absence of any new order, they will be automatically destroyed.
3 - QUANTITIES
The supplier shall reserve a margin of plus, or minus, 10% of the quantity ordered, unless the order is for standard products.
4 - PRICE
Our prices are set on the basis of continuous manufacture of the quantity indicated on the order acknowledgement. These prices may be subject to readjustments depending on changes in our purchasing costs, in all their components, on the shipping date, including packaging, storage and transportation costs or taxes payable. Packaging costs are included in the selling price, provided that packaging is standard. It is specified that a fixed administration fee shall be invoiced on top of the price of the products and ancillary expenses for any order under a minimum amount. Said minimum amount and fixed fee shall be stated in each order acknowledgement.
5 - DEADLINES
Apart from where there is an express clause appearing in the order acknowledgement and containing the formula "mandatory time limit accepted" or "mandatory date accepted", dates and deadlines for the provision mentioned in the order acknowledgement are given for information purposes only. They cannot, in the event of delay, be used as a pretext for cancelling the order or refusing to receive a delivery. No compensation or penalty may be claimed in the event of delayed delivery, unless there has been express prior approval from us. The following shall be specified as constituting cases of 'force majeure' i.e. epidemics, riots, mobilisations, natural disasters, war, fires, strikes by carriers or more generalised disruptions of transport services.
6 - PROVISION OF TRANSPORT SERVICES AND TRANSFER OF RISKS
Unless expressly agreed otherwise, the carrier or carriers responsible for forwarding the merchandise shall be those employed by the vendor. Our shipments are governed by the FCA Pont-de-Poitte incoterm.
Merchandise is carried at the consignee's own risk, the latter being responsible for checking said merchandise upon its arrival and for notifying the carrier of any necessary reservations. Confirmation of these reservations must be given to the carrier by registered letter within three days (Art. 105 of the French Commercial Code
7 - COMPLAINTS AND RETURNS
The purchaser shall have a fixed time limit of 15 days from the date on which the merchandise was delivered or from the date on which the merchandise was first presented or made available, to register any reservations direct with our company, whatever the cause. Once this deadline has expired, no claim, in or out of court, made by the purchaser can be accepted. Any return of merchandise, for whatever reason, must have been the subject of prior agreement from our company in principle and on liability for carriage costs. Failing this, no returns will be accepted. The purchaser shall have a fixed period of 15 days from the date on which the invoice is issued to raise any objections in respect of non-conformity of invoices received with terms agreed. Once this deadline is over, no claim, in or out of court, can be accepted from the purchaser.
8 - LIMITATION OF GUARANTEE
The Vendor hereby certifies that the merchandise delivered conforms to the description and technical specifications which remain available to the Purchaser. The Vendor cannot accept any responsibility for consequential injury that may result from use of the merchandise delivered, and strictly limits its liability to the cost of replacing said merchandise. This liability can, however, only be invoked by the purchaser after having informed the Vendor of this fact, in writing, within 30 days of the date on which the merchandise in question was received and subsequent to approval of the latter in respect of the loss suffered.
9 - PAYMENT TERMS
The payment deadline for our invoices is fixed at 30 days from the end of the month in which the invoice is dated. In the event of payment by bill of exchange or promissory note in hard copy, the corresponding bills must be returned to us a minimum of 20 calendar days prior to the due date. These payment terms may not be applied for the initial delivery, for which only payment by cheque upon receipt of the goods shall be accepted. The payment terms cannot be delayed on any pretext, even if performance of the order results in litigation. In the event of non-payment of one single amount due, the balance of sums owing on merchandise already delivered, or still to be delivered, shall immediately become payable and we shall reserve the right to suspend or cancel current contracts by informal letter. Any sum outstanding on the due date and, where formal request for payment goes unheeded, shall automatically incur interest at a rate of one and a half times the legal interest rate. Generally speaking, the terms of payment granted to the purchaser cannot be maintained in the event of repeated delays in payment of our invoices, or default in payment of even one of our invoices. Within this context, payment prior to delivery would be instituted as a matter of course.
10 - RECOVERY COSTS
In the event of total or partial non-payment of our invoices or in the event of delays in payment of our invoices, the debtor shall be exclusively responsible for fees and expenses of any kind that may be incurred by our company with a view to, or due to, recovery of corresponding sums.
11 - RESERVATION OF TITLE CLAUSE
By express agreement we shall reserve ownership of the merchandise supplied until the date of settlement in full.
12 - RESTRICTIVE COMPETENCE CLAUSE
Any disputes which may arise from this contract, its interpretation or performance shall be subject to the jurisdiction of the competent courts in the location of our registered head-office, even in the event of the introduction of third parties or if there is more than one counsel for the defence. Likewise, in particular, for any litigation resulting from payment issues regarding drafts or bills drawn upon the occasion of this contract.
