Terms of Trade
1/ GENERAL CONTRACT CONDITIONS
The information contained in our catalogues, notices and price lists is provided for the purposes of information only and is not contractual. The Company is not bound by any commitments given by its representatives or employees until these are confirmed by the company itself. Quotes are only valid within the option time limit. Unless stated otherwise, this period of validity is 15 days. Any additional supplies will be the subject of a new quote from the Company. The two parties will only be bound by a contract of sale after the Company has confirmed its acceptance of the order from the Purchaser. Unless agreed otherwise in writing, the acceptance of the quote by the Purchaser implies its full acceptance of these Terms of Trade regardless of any clauses that may be contained in its own documents.
2/ TESTS AND FACTORY ACCEPTANCE
The products are not subject to acceptance in the Company’s factory unless expressly requested by the Purchaser and in accordance with the details as agreed in the order.
3/ QUANTITIES DELIVERED
The invoiced quantities are those actually delivered. These may vary from the ordered quantities by 3%, for a minimum of 5 meters, with which the Purchaser hereby agrees.
4/ RESERVATION OF OWNERSHIP
The transfer of ownership in the sold goods takes place with the full payment of the agreed price, the main sum and extra costs, the Purchaser however is liable for the risks of theft, loss and deterioration of these goods, as well as any damage that may occur as of the making available of these goods.
In all instances detailed in the last paragraph of Article 9 “Conditions of payment”, the Company will have a right of recovery, a corollary of the deferred transfer of ownership. If it is hindered in exercising this recovery, the Company can refer the matter to the relevant Courts within the jurisdiction of the TGI DRAGUIGNAN, as an interim procedure for a ruling.
5/ CONDITIONS OF DELIVERY
The goods are sold, collected and approved in the factories or warehouses of the Company, even if FOB has been agreed. If the shipping is delayed at the request of the Purchaser and agreed by the Company, the goods are stored and handled at the cost and risks of the Purchaser without liability for the Company. These provisions do not in any way alter the obligation to pay for the goods and do not constitute a substitute for the contract of sale. The goods are always shipped at the risks of the Purchaser, allowing for recourse against the carrier, and it is therefore the responsibility of the Purchaser, when it is the addressee of the shipment on the property of a third party, not to give the carrier dated discharge for the goods unless the goods are delivered to it within normal time limits and undamaged. In the event of damaged or missing goods, the addressee must complete all legal formalities (namely reservations stated in a recorded delivery letter with acknowledgement of receipt sent within 3 days to the carrier). The choice of carrier by the Company does not modify the obligations on the Purchaser. Unless the Purchaser wishes to select the carrier or to define the conditions for the shipping, the shipments take place at the choice of the Company, by any means of transport, at the least expensive price.
If the Purchaser requires a specific carrier or conditions of transport, the Company has the right to invoice any additional shipping costs it might incur as a result. Unless stated otherwise, the prices are carriage paid for goods costing 1,100 Euros and above. Shipments of goods of less than 1,100 Euros are carriage to pay.
6/ DELIVERY LEAD-TIMES
The delivery lead-time given by the Company starts as of the date of the acknowledgement of the receipt of the order by the Company. Unless agreed otherwise these lead-times are given for information and are not binding: the contract will not be cancelled as a result and no compensation will be payable if they are exceeded. Even if the Company formally agrees to delivery deadlines subject to the payment of penalties, the execution of the supplies can be suspended or delayed, without compensation becoming payable from the Company, if the conditions of payment are not complied with by the Purchaser or the information required from this latter is not received by the Company in good time. Ongoing contracts can be lawfully suspended or their execution delayed in the event of war, strike, epidemic, a total or partial disruption of transportation, shortage of raw materials, obstacles resulting from conditions imposed by the authorities in terms of imports, currency regulations and/or domestic economic regulations, incidents and accidents of all origins resulting in the closure of all or part of a factory, and in general, all unforeseeable circumstances or force majeure events, without giving rise to the payment of any compensation or damages.
Prices are based on the costs as defined in the quotes. These can be revised for variations in the costs of their components in the context of applicable legislation. Currency variations cannot, under any circumstances, be grounds for the cancellation of an order.
The Company has no liability if the goods have not been packed unless agreed otherwise in the contract of sale. The cost of packaging (for reels or rings) is included in the price. The packaging becomes the property of the Purchaser and is not covered by any cost of removal or return, except in specific cases (special large sized packaging).
9/ CONDITIONS OF PAYMENT
The goods are payable at the head office of the Company. The start of manufacture constitutes the invoiceable event. The Company applies various discounts or premiums depending on the payment terms as granted and market interest rates. All amounts due and unpaid will lawfully be subject to interest without formal notice at a rate of interest at least equal to the agreed payment discount rate, without this being lower than the base rate increased by 5 points.
The failure by the Purchaser to pay an invoice by its due date results in all other invoices becoming immediately due even if they take the form of commercial paper and all the sales that have not yet been completed and paid for are lawfully cancelled, at the decision of the Company, following the issuing of formal notice to pay that also states its intention to enforce this Clause and which remains without immediate effect.
The Company will have the right to carry out or have carried out the recovery of any goods at the expense of the Purchaser where the sale has been lawfully cancelled.
If this recovery cannot take place freely, the Company can refer the case to the Tribunal de Commerce de Saint-Tropez to order its realisation. For any further orders, the Company shall have the right to require payment in advance prior to shipping. Any change in the situation of the Purchaser such as namely the sale or contribution of all or part of its business, the death, incapacity, payment problems or suspension of payments, court ordered receivership, liquidation of assets, bankruptcy, temporary suspension of proceedings, winding up or modification of legal form, including after the partial execution of any contracts or orders, shall result in the application of the same provisions as those applicable in the event of the non-payment of invoices.
Unless agreed otherwise, all orders are fulfilled in accordance with current standards and the normal tolerances, using standard qualities and regardless of the specific uses intended by the Purchaser. The addressee must immediately check the quantity, weight, dimensions and quality.
The products are guaranteed against defects of material and manufacture for twelve months as of the making available, without prejudice to all legal guarantees concerning the effects of latent defects in the sold goods, which continue to apply.
Any claims made during the guarantee period must be made by recorded delivery letter with acknowledgement of receipt sent at the latest one month after the discovery of the defect in question and any action must, to be allowable, be started within the standard limit of two months following that of the claim. The Company is obliged purely and simply to replace the goods in question, using the least expensive transport option, without any further compensation, with the replaced goods remaining its property. The guarantee excludes any defects resulting from the storage, assembling or use of the products under abnormal conditions or those that do not comply with the rules of the trade. The Company will not accept any returned goods unless agreed beforehand.
In the event of a dispute, the laws of France alone shall apply and the Tribunal de Commerce de Saint-Tropez shall have sole jurisdiction, regardless of the conditions of sale and the means of payment agreed, even in the event of the introduction of third parties and several plaintiffs or defendants.
12/ SETTLEMENT OF DISPUTES
Any disputes arising from this contract or relating to it must be subject to a conciliation procedure with a formal settlement agreement. If this cannot be achieved, the dispute will be submitted for a final arbitration ruling governed by the CCI arbitration regulations with one or more arbitrators appointed in accordance with these regulations.
13/ APPLICABILITY OF THESE CONDITIONS
These conditions lawfully replace the general conditions of purchase of the Purchaser, and the acceptance of the Purchaser’s order gives effect to this.
The information contained in the catalogues is provided for information only and is not contractually binding on LAPP MULLER SAS.