General Conditions of Sales
GENERAL CONDITIONS OF SALE
Applicable as from 01.01.2013
Article 1 - Subject metter and field of application
1.1 Any single purchase order of products involves the acceptance in full and without any restriction by the Buyer of the hereof General Conditions of Sales which prevail over any other draft whatsoever from the Buyer and especially over the whole of Conditions of Purchase with the exception of a prearranged specific and derogatory agreement with our company.
The herewith General Conditions of Sales apply to all sales of products by our company.
Consequently, placing an order with our company entails for the customer to subscribe with no restriction to the thereof General Conditions of Sales.
Any document other than these General Conditions of Sales hereof, namely a brochure, a leaflet or an advertisement is only valid as an indication or a non-binding information and in no manner a commitment.
Article 2 - Intellectual Property
All documents passed on to the customer remain the sole property of our company, documents of which are its own intellectual property and have therefore to be given back.
Our customers undertake not to make any use of these documents that would put at risk the industrial or /and intellectual property of our company. They further commit themselves not to unveil these documents to a third party.
Article 3 – Orders
By order it is understood any purchase order covering SADEV items, approved by our company and as stipulated in the order form, the first instalment settled.
3.2.1 unless otherwise stated in writing from our part, purchase orders addressed to our company remain irrevocable.
3.2.2 Any request for modification either in designation or volume of a purchase order that has been placed by a buyer is only to be dealt with by our company provided the request has been made in writing, facsimile included, and received by our company within 3 days at the latest from the receipt by our company of the initial order.
In case of modification of order by a buyer, our company will become unbound for further performance of previous delivery and price arrangements agreed upon.
3.2.3 SADEV error excepted, all new spare parts sent back to us up to 7 days, will be credited from 80% of their main value. All parts received after 1 month will not be accepted.
4.1.1 The countdown only runs as from the day every detail concerning the execution of the order is finalised with a common agreement and the first foreseen payment made.
Lead-times are only indicative; these depending on carriers' availability and purchase orders being processed in order.
Our company endeavours to meet the given lead-time when accepting the purchase order, taking into account the common practice of the trade in carrying out the order with the exception of force majeure i.e. under circumstances far beyond the control of our company such as strikes, frost, storm, flood, epidemic, difficulties in supplies, these items being of no restriction.
Late deliveries cannot give place to any penalty, compensation, nor justify an order cancellation.
4.1.2 delays in deliveries as to the indication given in the first place cannot justify the cancellation of a purchase order placed by the buyer and recorded by our company.
Our terms and undertakings are to be understood ex-works as per INCOTERMS. The liability for the sold goods is passed on to the hauling company as from the time these goods are loaded.
The buyer at its own costs and risks conveys sold goods.
It is therefore up to the customer in case of average, goods damaged or missing, to take the necessary steps with the carrier.
Any product not forming the object of a registered letter of protest addressed to the carrier within three days, in accordance with the Art. L 133.3 of the Commercial Code, copy of which is to be simultaneously addressed to our company, will be deemed as accepted by the buyer.
4. Goods inwards
4.4.1 Besides the necessary steps to be taken towards the carrier as described in Art. 4.3 in case of conspicuous defects or shortages, any further claim regarding the delivered products will only be accepted by our company provided it is made in writing by means of a registered letter within the 3-day period of time foreseen in Art. 3.
4.4.2 It is up to the buyer to bring all justifications as to the reality of the established defects or shortages.
4.4.3 No return of goods could be effected by the customer without the prior express consent of our company notified in writing especially by facsimile or email.
Return costs will only be charged to our company provided visible defects or shortages are actually established by the later or its mandatory.
The carrier selected by our company is the only one authorised to perform the return or the said goods.
4.4.4 Once visible defects or shortages are effectively established under control of our company or our mandatory, the customer will be entitled to lay claim on our company for the replacement of non-conform items or to complete the supply at our company's expense excluding any claim from the buyer for further compensation or order cancellation.
4.4.5 With no exception taken for received products by the buyer, defects or shortages are no object.
Every exception will have to be taken as per conditions foreseen in Art. 4.4.1
4.4.6 Claims laid by the buyer under the procedures and conditions as described in the provision hereof will not prevent the buyer from the payment of supplied goods.
4.4.7 The liability of our company cannot be engaged in respect of carriage, destruction, average, lost or theft even if it has selected the hauler
4.5 Suspension of deliveries
in the event of no payment as per our terms and with no effect as a result of our reminder within 48 hours, our company will allowedly suspend any further delivery being performed or to come.
4.6 Cash down
Orders that we accept to carry out are effectively performed due to the fact that the customer offers a proper guarantee of payment and on the assumption that all payments will be made in due course in conformity with the law. Should our company be given to understand that for a serious reason the settlement of goods would not be secure either at the time of the purchase order is being placed or afterwards or that the customer in the mean time is no longer financially secure, the acceptation or the further carrying out of an order by our company could be dependent upon a cash payment or for the client to provide with financial security for the benefit of our company.
It will be the right of our company before accepting a purchase order, as well as in the carrying it out, to demand from the customer to provide with book-keeping documents and namely the income statement even provisional so as to establish its solvency.
In case of refusal by the customer without bringing any satisfactory financial guaranty, our company will be entitled not to favour the order and subsequently not to proceed with any delivery, this living no room for any claim or indemnification for whatever reason.
4.7 Refusal of an order
In the case whereby a customer places a purchase order with our company without having paid previous orders, our company will be entitled not to favour new orders and not to deliver the relevant goods. This would entail no possibility for the buyer of indemnification for whatever reason.
5.1 Our prices are set up on the basis of the applicable tariff on the very day the purchase order is being placed. These are to be understood without tax, unpacked and collected from our warehouses.
These are set up without discount and in accordance with the procedure as indicated in Art. 6. In case of extraordinary discount for cash payment, the VAT to be deducted by the buyer has to be subtracted from the part related to the discount.
5.2 unless otherwise agreed upon, delays of deliveries entail no cancellation or modification of contract. It would not possibly give raise to claims for damages. Penalty clauses stated in documents of our customers cannot be opposed to us.
5.3 Any lead-time indicated in an order is only agreed upon by our company on the following conditions: compliance of our customer in respect of terms and fulfilment of first instalments, complete technical specifications provided in due time, prevention of any delay in finalizing designs or preparatory instructions, avoidance of force majeure; technical, economical or political conflicts that might jeopardize the good running of works or their supplies in components, energy or raw materials.
5.4 Unless otherwise agreed upon, the packing is designed and made by our company. It could be invoiced on top of the indicative prices and are to be understood one-way.
Article 6 Terms
Unless otherwise stated, our invoices are to be paid prior to deliveries. The one first instalment is to be settled when placing the order.
6.2.1 Any amount not paid in due time will entail for the customer penalties set at one and a half the legal interest rate. This here by enforcement of Art. L 441.6 of the code of commerce, these penalties are legally exigible as from the receipt by the buyer of the debit notification.
6.2.2 Besides, as a remedy it will be the right of our company to bring the affair to justice with compelling daily delay penalties.
Article 7 transfer of property
7.1 No transfer of property is enforced until our products are thoroughly settled by the buyer, principal and incidental even in case of special terms granted. Any conflicting provision, namely the ones included in the general conditions of purchase, is deemed as void, in accordance with the Art. L621-122 of the code of commerce.
7.2 Being an express agreement, our company will keep every right of property over the whole of supplied goods as long as the one outstanding debt is not settled, the whole of goods in possession of the buyer being therefore assumed as unpaid, our company will be entitled to have the said goods back or to lay claim on unpaid invoices without prejudice of cancellation of sales being made.
7.3 Within the scope of the normal running of its concern, the customer has the right to resale the supplied goods, however the later may not give any lien on goods or any transfer of property as guarantee.
In case of resale the buyer undertakes to pay immediately part of the overdue. Should the goods be seized by a third party, that the buyer would have to notify immediately our company hereat.
7.4 In case of invoices unpaid in due time, our company will also have the right to cancel the sale after releasing an ordinary reminder. At the same time, our company on its own will have the liberty, following an ordinary reminder, to take stock or get it taken of goods in possession of the customer whom undertakes at this point in time to leave free access to its warehouses and stores or whatever site allowing at any time the possibility for us to identify goods coming from our company.
7.5 In case of a wind up procedure the running orders will be automatically cancelled and our company will have the right to lay a claim on goods in stock.
7.6 The provision herewith does not prevent the transfer of risks for goods to the buyer as from their delivery.
7.7 As soon as goods are delivered, the buyer is entrusted with the care of the said goods.
In case of non-payment and unless we opt for the carrying out of a complete sale, we will have the right to cancel the sale following a reminder and lay claim delivered goods; the carriage will be charged to the buyer and the paid instalments acquired as a penalty provision.
Article 8 warranty on visible and concealed defects
8.1 Products have to be checked by the buyer on delivery and claim, protest about shortages and visible defects are covered by article 4. in case of conspicuous defects, our company will replace the faulty parts once these said faulty parts are checked.
The customer will have to bring every justification about the reality of the observed defects, our company will have the right to ascertain and verify directly or indirectly on the spot.
In case of missing SADEV seals any warranty claim is excluded.
It will be up to the customer or to the end-user to justify the use of the lubricant recommended by SADEV. The non-compliance with the SADEV recommendation on lubricant will exclude all warranty from our company.
8.2 The protest about existing defects at the time of delivery, beheld by the goods inward would have to be expressed by the client in writing within 3 days from the date the non-conformity was detected. No exception will be taken into account beyond a 30-day period as from the detection of the said non-conformity.
8.3 This is expressly agreed by the customer who subscribes the general conditions of sales hereof that once the 30-day period is expired there will be no recourse for any non-conformity of goods or for raising a counter-claim against the action of our company in order to collect a debt. By failing to comply with these conditions, there will be no manufacturer's liability thereat either for non-conformity or concealed defects.
8.4 Defects and damages of products resulting from abnormal storage and/or retainment by the client, namely in case of accident of whatever nature it might be, could not possibly give any right of warranty covered by our company
8.5 By way of warranty for concealed defects, our company will undertake the replacement of faulty goods without any further charge. It is however excluded for the client to expect any other compensation thereat for whatever reason.
8.6 Products of our company are warranted against any concealed defects in compliance with the law, usages, case law, on the following conditions:
our warranty only applies on products property of which has been validly transferred to the buyer. This only applies on goods thoroughly manufactured by our company. This is hereby excluded in so far as the use of our products has taken place outside of the prescribed utilization or has been subjected to any modification not expressly released by our company.
Our warranty only applies to concealed defects. As professionals; with concealed defects; our customers are to understand a faulty manufacturing that can prevent the product from fulfilling its purpose, defects that can only be detected when the product is being run. A non-appropriate concept is no concealed defect as such and our customers are reputed to be fully informed and wise of every technicality of our products.
We do not cover any damage or wear and tear resulting from the fitting of a special adaptor, usual or not to our product with the exception of a supervision thereat by our company.
Our warranty is limited to the replacement or re-work of faulty parts.
Our warranty is limited to a six-month-use period of time. It is thereby assumed that our equipments will be put into use within 3 months at the latest after the date of delivery. In any case, our customers have to justify of the date of first-use.
Our warranty legally finishes whence no alleged defect is notified by our customer within 30 days as from the detection thereof.
We would like to draw the attention of our customer to the fact that parts bound for the preparation of sports cars may display characteristics such as their use on open roads and public traffic may be restricted in so far as particulars of a vehicle are described in the official report from "Service des Mines" (Ministry of transport) regarding noise, pollution etc.
Article 9 Force majeure
Instances of force majeure or accidental can be assessed in the occurrence of events being far beyond reach of the parties for which they could reasonably not be supposed to have had any possible anticipation and would therefore be in no position to have reasonably prevented or overcome it and in so far renders thoroughly impossible the fulfilment of obligations.
These are namely instances coming under force majeure or accidental releasing our company of any undertaking about initial delivery time: strike of all or part of the personnel of our company or of usual carriers, fire, flood, war, production standstill due to accidental breakdowns, the non supply of raw material, epidemic, forbidden road, snow thaw barriers, strike or cut of power supply (EGDF), or disruptions of supply for a reason beyond the control of our company as well as disruptions of supply due to failures of our suppliers.
Under such circumstances, our company will notify in writing the customer, namely by facsimile or email within forty-eight hours of the date of occurrence thereof, the contract binding our company and the customer becoming legally postponed with no indemnifying as from the date of occurrence. Should the event last longer than thirty days as from the date of occurrence thereof that the contract concluded by our company with its client could be rescinded by the most diligent party, without any possibility for either party to expect any damage award.
This rescission will be enforced as from the date of formal receipt of the registered letter rejecting the said contract.
Article 10 Assignment of a jurisdiction
10.1 The elected domicile is our registered office.
10.2 Any dispute regarding the application of the general conditions of sales hereby and their construal, the implementation of the sales contract concluded by our company or about payment, shall be placed before the Commercial Court of our company's registered office whatever the locality where the order was placed, the delivery took place, the payment and the means of payment or even for a warranty claim or in case of a number of defendants.
10.3 The ascription of competence is general and applies whether this is a principal claim, incidental claim, tort or summary jurisdiction.
10.4 Besides, in case of lawsuit or any action in recovery by our company, demands and legal costs as well as lawyer's fees and various expenses will be charged to the faulty customer and the cost resulting from the non-compliance with the terms or the delivery of the order thereat.
The fact for our company not to assert the clauses hereby at one time does not prevent our company from asserting at a later date the clauses thereof.
Any details relative to the general conditions of sales thereof, as well as the sales they govern, that would not be covered by the contractual stipulation will be governed by the French law, any other right excluded, and as substitute the convention of Vienna on international sales of goods will apply.