Making an order implies full acceptance without reservation by the purchaser of our general conditions of sale. Except where express written acceptance is provided by us, no other conditions may take precedence over our terms of sales. Any contrary conditions imposed by the purchaser are, failing our express acceptance, without effect on our company, regardless of when we may be made aware of them, even if they appear in the purchaser's general conditions of sale. Failure by us to apply any of the provisions in our terms of sales at a given time may not be interpreted as renunciation to avail of this condition at a later date.
No commitment is made by us for any orders, even taken by our representatives or employees, until written confirmation is made by us. In the event of partial dispatch of an order, confirmation is only valid for the products which are dispatched. The conditions we grant are strictly reserved for the recipient, as indicated on the order and the order confirmation. We reserve the right to request minimum sale quantities, to deliver + or - 3% of product quantity and to invoice these products. Except where indicated to the contrary, the offer validity, in terms of price and payment conditions, is 30 days from the quotation issue date. In addition, when an order is accepted by our services, the purchaser is bound to pay for this order in full.
We reserve the right to make at any modifications that we consider useful to our products at any time and to modify without prior notice the models defined in our prospectuses and catalogues without any obligation to modify the products delivered previously or during an order. The modifications made may not lead to the payment of any damages and interest or penalties.
We are authorized to make partial or full deliveries. Our delivery times are indicated as exactly as possible. Late deliveries may not lead to any damages and interest or retention from invoice or the cancellation of any orders in progress. However, if, one month following a warning notified by the purchaser by registered letter with reception acknowledgement which has remained without effect, the goods have still not been delivered for any reason other than Act of God or similar, the sale may be cancelled due to failure of execution. Cases which are considered similar to Acts of God and which free us from the obligation to deliver are: riots, total or partial disaster, bad weather, war, total or partial collective conflict, accidents, raw materials or products transport or procurement difficulties, administrative, legal or political decisions. The products may only be delivered on time if the purchaser is up to date in terms of all their obligations to us, for whatever reason. Our products are sold ex-works, and are considered to be delivered to the purchaser once they are made available to the carrier from our premises or once they are made available to the purchaser, in their premises, when we transport the goods using our own vehicles. The deliveries made by a carrier, even when agreed free of carriage duty and notwithstanding the ownership reserve below, travel at the purchaser's risks and peril. The purchaser must notify their reserves to the carrier in accordance with article L. 133.3 of the commercial code as well as to our company at the address which appears on the quotation or the order confirmation by registered letter with reception acknowledgement within 72 hours following reception of the products and, in any case, before the products are used or re-sold. Complains concerning hidden faults must be sent to us in the same format and within the same deadline as mentioned above from their discovery. We cannot be held responsible for any faults resulting from improper or extended storage of our products or improper or defective use of them. In all cases, the purchaser must provide the justification related to the reality of the anomalies or faults observed. They must also provide us with the possibility of observing these faults and correcting them where applicable. They must not intervene or have a third party intervene for this purpose.
No products may be returned without our prior written agreement; this consent does not imply any recognition of responsibility on our part. Any products returned without our agreement will be kept available for the purchaser. The costs and risks of the return are always covered by the purchaser. If our responsibility is recognized, we have the possibility, at our choice, either to reimburse the goods or to exchange the products which are recognized as defective to the exclusion of any compensation or damages and interest related to direct or indirect harm. No products which have already been used by the purchaser may be exchanged or reimbursed. In addition, the faults or damage caused by natural wear and tear or by an external event or by a modification not made by us may not be taken charge of in any circumstances.
Our prices do not include transport. The prices are provided at the price which applies when the order is confirmed. Our prices are ex. VAT and ex-works. All taxes, duties or other services to be paid under French or international regulations or the regulations of an importing or transit company are to be covered by the purchaser. The invoices are payable within 30 days from the invoice issue date without exception, by bank note, bank transfer, direct debit, bank card, credit or letter of credit. Except where a contrary convention is established with the purchaser, all first orders are payable in advance and in full. All subsequent orders must be paid for according to the indications on our invoice. No discounts for early payment are granted. Any complaints concerning invoicing must be sent to us by registered letter with reception acknowledgement within three days from reception of our invoices, clearly mentioning the invoice dates and numbers concerned. In the event of any late payment, we may suspend all orders in progress, without prejudice to any other course of action. Any sums which are not paid on their due date lead to the payment of late penalties equal to 3 times the current legal invoice date, of full right and without prior warning, in accordance with article L. 441-6 of the commercial code. These late penalties are due on the day following the payment date indicated on the invoice, without any reminder being necessary. Failure to pay the sums due leads to the demand for payment for all sums still owed, regardless of the method of payment specified and the invoices concerned. All invoices recovered by the disputes department are increased by a compensation amount at a fixed rate of 20% ex. VAT of their amount, without any prejudice to the reimbursement of non-payment and legal recovery fees. Under no circumstances may the payments be the subject of any compensation without our prior written agreement. We have the right to request solvency guarantees even during an order. When we have serious doubts as to the purchaser's solvency or when the purchaser fails to provide the requested guarantees, we have the right to demand prior payment for all deliveries and/or to suspend the delivery of the goods.
The transfer of ownership of the products sold is dependent on payment in full by the purchaser of the price and its accessories (fees, interest, etc.) law 85-98 of 25th January 1985, article 121). Payment is made by effective deposit of the full price; the handover of any document creating an obligation to pay does not constitute a payment. If the payment is not received within the set deadline, we reserve the right to recover the products delivered and, if we feel it appropriate, to resolve the corresponding sales. The products are returned to our premises when demanded by registered letter with reception acknowledgement, at the cost, risks and peril of the purchaser. We are authorized to draw up a unilateral inventory of the products which have not been paid for. The purchaser bears all the costs and fees caused by the claiming back of the goods, the inventory and the product recovery. The purchaser ensures that the product identification is always maintained. The products in stock are presumed not to have been paid for. The purchaser is liable for depreciation compensation set at 15% ex. VAT of the products which have not been paid for per month of fraction of month held, from delivery to their return. In the event of attachment or any other intervention by a third party on the goods, the purchaser must inform us without delay to enable us to opposite it and preserve our rights. In addition, the purchaser is prohibited from providing the goods as security, from reselling them or for transferring as guarantee the ownership of the goods before the transfer of ownership defined above. The purchaser shall insure the products sold under ownership reserve in the event of loss, damage or theft and inform us of any measures taken by any third parties on the products seized or others. If the goods are taken back, the down payments made by the purchaser remain acquired by us definitively.
These general conditions of sale are subject to French law. The courts for our head office are the only competent body in the event of any kind of dispute. In the case of international transactions, French law and the French language are the only law and language applicable and the courts for our head office are the only competent bodies.
DEMARLE : REGISTERED IN THE LILLE TRADE & COMPANIES REGISTER, FRANCE, UNDER NO. 950 080 465
BUSINESS REGISTRATION NUM.: 950 080 465 00046 - VAT NUM.: FR 03 950 080 465