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General Terms of Sale

GENERAL TERMS OF SALE

 

1/ GENERAL CONDITIONS
• Our sales are subject to the present general terms which shall take precedence over any conditions of purchase unless an express, formal dispensation is granted by us.
• The prices and miscellaneous information indicated in the catalogues and other documents are given purely as an indication; they shall become binding upon our Company only after written confirmation by us. Similarly, verbally-negotiated orders shall only become definitive after written confirmation by both parties or shipment of the order by us. Any modifications made during execution of the order must also be the subject of express confirmation.
• Orders from our customers may be cancelled only with the written consent of our Company and under conditions which will compensate it for any losses.
• Our sales proposals are only valid for 30 days following their announcement.

2/ STUDIES AND PROJECTS
Unless they are the subject of a sales contract, any studies and documents of any kind provided or sent by us remain entirely our property and must be returned at our request. Whatever the circumstances, they cannot be communicated or executed without our written permission.

3/ CONSTITUTION OF THE CONTRACT
When a quotation is drawn up by us, it constitutes the supplementary conditions modifying or completing the present general terms of sale. In the event of an order, the order shall be deemed to be accepted definitively by us after written acceptance by us. In such cases, this acceptance shall constitute the supplementary conditions.

4/ DELIVERY AND SHIPMENT
• Unless expressly agreed otherwise:
- our deliveries or shipments are understood as being ex-factory or ex-warehouse and exclusive of tax or duty.
- for any delivery or shipment in Metropolitan France, the costs of transport and packaging shall be invoiced according to the ex-VAT amount of the order, either at a flat rate in accordance with the scale of applicable rates indicated in our offers and order acknowledgements, or at their actual value.
- it is stipulated that the provisions contained in the present paragraph do not concern shipments outside Metropolitan France, which will be made carriage and packaging forward.
• Our goods are always transported at the addressee's risk. They are not insured against transport risks.
• The delivery lead time is given purely as an indication and is not binding upon our Company, which shall nevertheless do its utmost to comply with it insofar as possible. No penalty shall be payable for late delivery, notwithstanding any reservations figuring on the order form.
• Fortuitous circumstances or cases of force majeure, and notably strikes, lock-outs, epidemics, transport interruptions, shortages of raw materials and fuel or energy, fires, floods, accidents involving equipment or any other cause hindering the activity of our factories shall give us the right to cancel all or some of the orders whose fulfilment has thus been hindered, prevented or suspended, without making us liable for any compensation. The quantities available at the time of the cancellation shall be supplied to the customer, who undertakes to accept delivery of them.
• We reserve the possibility of making partial deliveries with corresponding invoicing. Should this be the case, any partial delivery must be considered as a separate contract and the purchaser shall not postpone the corresponding payment while awaiting delivery of the balance of the equipment ordered.
• The equipment delivered must undergo acceptance in our customers' workshops in accordance with the indications in the equipment manual or the stipulations drawn up by mutual agreement and reproduced in the order. Provisional acceptance giving the right to payment must be declared within eight days following delivery.
• No deliveries may be returned or exchanged without our Company's prior written agreement, subject also to reimbursement of the expenses incurred for this operation. Any return of goods without such an agreement, under any circumstances, even if they are accepted by us, shall not constitute grounds for presuming such an agreement.

5/ PRICES – TERMS OF PAYMENT - PENALTIES
Unless stipulated to the contrary in the offer or on the acknowledgement of receipt, the prices are indicated exclusive of tax; their nature (firm or revisable) and amount are specified in the supplementary conditions.
Unless stipulated to the contrary, the prices are payable 30 days after the invoice date. Invoices for amounts greater than 7,650 Euros ex-VAT shall be payable as follows:
• 30 % of the amount ex-VAT by cheque net without discount at the time of ordering.
• 70 % plus VAT 30 days after the invoice date.
• no discount shall be applied for early payment.
Failure to pay on any of the maturity dates shall constitute an event of default and the other instalments shall become immediately payable, even if they have given rise to bills of exchange, without any prior injunction, with the expiry of the maturity date being considered equivalent, as of itself, to an injunction to pay in the sense of Article 1139 of the French Civil Code.
In the event of non-payment or late payment on the due date, as a penal clause in application by rights of Article L 441-6 of the French Commercial Code, the purchaser shall be subject to:
- A penalty for late payment calculated by applying to all the sums remaining due an interest rate equal to three times the legal interest rate applicable on the due date.
- A flat-rate fee of 40 euros to cover collection expenses.
• The amount of any tax and duty, current or future, related to the sale shall be added to the price and shall be payable by the purchaser, unless the purchaser can supply certificates of exoneration in due form to our Company.
• We reserve the right to request payments on account for any order which has been the subject of a quotation accepted previously.
• In the event of collection involving a disputes procedure or legal action, a penalty set at 10 % of the sums unpaid may be applied to the total amount of all the sums due but unpaid, in accordance with Article 1226 of the French Civil Code.
• In the event of a change in the customer's situation, and notably in the event of death, disability, dissolution, modification of companies, mortgaging of its property, commercial pledging of the business, etc., we reserve the right, even after partial execution of an order, to demand guarantees, to cancel the balance of the orders registered in the name of the customer in question and to invoke the resolution and title retention clauses stipulated hereinabove. Furthermore, such events shall render the sums due payable immediately, whatever the conditions agreed previously.
• The price indicated is based on the price of raw materials, energy and labour as they stand at the time of quotation.
Our Company reserves the right:
- to modify its price, notably should one of these factors change; in particular, in the case of imported equipment, any variation in the exchange rate may be passed on via the sales price.
- similarly, any modifications to the taxes and customs duty payable may be passed on via the price.

6/ TITLE RETENTION
• The seller retains ownership of the goods sold until effective payment of the full price in principal and accessory. Failure to pay any of the instalments may lead to action for recovery of the goods. These provisions shall not prevent the transfer to the purchaser of the risks of loss and damage of the goods sold on delivery, as well as any property damage which they might cause.
• The presentation of bills of exchange or any other security creating an obligation to pay shall not constitute payment.
• We shall have the right to demand return of the goods at the customer's expense by a simple registered letter.

7/ WARRANTIES
• Our instruments are guaranteed against any manufacturing or material defect. They do not include the so-called safety specification. Our warranty, which may not under any circumstances exceed the amount of the price invoiced, does not extend beyond repair of our faulty equipment sent post-paid to our workshops.
It is understoodto apply in the context of normal use of our instruments and shall not apply to damage or destruction caused notably by mounting errors, mechanical accidents, faulty maintenance, incorrect use, overload or overvoltage, or calibration operations performed by third parties. As our liability is strictly limited to simple replacement of the faulty parts of our equipment, the purchaser undertakes not to claim our liability for damage or losses caused directly or indirectly.
• Our warranty applies for twelve months following the date of supply of the equipment. Repair, modification or replacement of a part during the warranty period shall not have the effect of prolonging this warranty. Equipment supplied by our Company but manufactured by third parties only benefits from the warranty of the third-party manufacturer.

8/ END-OF-LIFE OF THE INSTRUMENTS
• If an instrument covered by the present sales contract is subject to French Decree 2005-829 of 20th July 2005 on the prevention and management of waste from electrical and electronic equipment, the provisions stipulated in Article 18 of the said decree concerning the funding and organization of the disposal of the different components in the aforementioned instrument are payable by the purchaser, who accepts liability.
The purchaser ensures that the instrument is collected at the end of its life span and that it is processed and recycled, in accordance with Article 21 of the aforementioned decree. The obligations defined above must be passed on by the successive professional purchasers down to the final user of the instrument. Non-fulfilment of the resulting obligations by the purchaser may lead to application to the purchaser of the penal sanctions stipulated by Article 25 of French Decree 2005-829.
At the end of the instrument's life span, the purchaser may contact our Company which undertakes to make an offer to ensure processing and recycling of the different components.

9/ ASSIGNMENT OF JURISDICTION
The parties shall be subject to French law.In the event of a dispute resulting from performance of a contract signed by our Company, the only jurisdiction recognized and accepted by both parties is that of the courts in Paris (Tribunaux de Paris). This provision is applicable even in the event of an incidental claim, introduction of third parties or multiple defendants.


SPECIFIC CONDITIONS CONCERNING REPAIRS, VERIFICATIONS AND CALIBRATIONS.

 

1/ DELIVERY
Our lead times for repairs, verifications and calibrations are given purely as an indication and are not binding upon our Company, which shall nevertheless do its utmost to comply with them insofar as possible, although certain lead times may be extended, in particular due to difficulties in procurement from our suppliers.

2/ PRICES
Payments for repairs, verifications and calibrations shall be made to our establishment net and without discount in cash on receipt of the invoice.

3/ WARRANTIES
Our repairs are guaranteed for a period of six months.
4/In the absence of any response to our quotation for repair, verification or calibration, the customer must recover, at his own expense, the equipment entrusted to us within two months following receipt of an injunction sent by registered letter.
At the end of this period, the customer authorizes us to scrap the equipment entrusted to us and renounces any claims for compensation from us on the occasion of the destruction of the aforementioned equipment. The equipment will be destroyed after a period of twelve months following the dispatch of the injunction by registered letter.
5/The verification, repair or calibration operations shall be the subject of a quotation invoiced at a flat rate according to the type of instrument involved. With the exception of these specific conditions concerning repairs, verifications, and calibrations, the above terms of sale are also applicable for their unmodified provisions.