The present general conditions of sale are systematically addressed or given to each purchaser to enable him to place an order. Consequently, placing an order implies the knowledge and the acceptance without reserve of these general conditions of sale by the purchaser.
The ordering of the purchaser will be carried out for the strict definition of the offer. Any possible modification must receive a written agreement from France Etuves and will require a new offer. The documents and information joined to the proposal, such as sketch, plans, pictures, weight, dimensions, ... are only given as an indication and could in no case engage the responsibility of France Etuves, except express stipulation. The prices of the offers and the deadlines only engage France Etuves for the optional time indicated in the offer; beyond this time of 3 months, a price and time revision is applied.
Any patent, copyright relative to any plan, drawing, specification, information, and quotation that France Etuves will provide the purchaser, will remain the property of France Etuves.
CONDITIONS OF SALE
Any order placed to France Etuves automatically comprises: - acceptance by the purchaser of our general and special conditions of sale ; - renunciation by him of its own general or special conditions of purchase. The price is agreed for the definition given in the offer. If, during the fulfilment, the purchaser makes modifications in the specifications, in the characteristics of the material, the diagrams or the possible conditions of reception; the cost of these additions, modifications, will be at its responsibility and costs. When the selection of the offered product is made by France Etuves on the basis of information provided by the purchaser, France Etuves does not assume any responsibility for the errors resulting from imprecise, inaccurate or incomplete data. The purchaser has always to make sure that the characteristics of the offered product correspond to its needs, both in the field of the performances and concerning the possibilities of implementation.
PRICE AND PAYMENT TERMS
Unless otherwise specified, our prices are H.T., ex-works, for material not packed, loading in our factory included. Except contrary stipulation, the payments are exigible in the conditions fixed at the order, i.e SWIFT payment at the time of ordering.
Any delay in the payments stipulated in addition to the legal consequences, will automatically involve and without formal notice, interest calculated from the due date of the debt, on the basis of 1.5 time the legal interest rate. The non-payment of our invoices at the fixed date of payment will involve, whatever the provided mode of payment, a contentious intervention and the invoicing of a interest on arrears equals to 1.5 times the legal interest rate.
Any order placed to France Etuves is for the purchaser firm and irrevocable.
RETENTION OF TITLE CLAUSE
The disposal of the matrial does not involve a transfer of property. The disposal is carried out either by the direct delivery to the purchaser, or by simple notice, or in case of delivery of the material in our factories or stores to a forwarder or carrier appointed by the purchaser, or failing that chosen by our care. No exemption to the principle of the disposal in our factories or stores is accepted, such as : 'delivered free on board, free carrier, free at' or 'prices, without displacement of responsibility'. France Étuves reserves the property of its supplies until complete payment of the invoices, in accordance with the term of the law n°80 335 dated May 12th 1980. Throughout retention of title, the risks having been tariffed to the purchaser at the time of the delivery of the material, the purchaser will have to ensure it against all risks of damage or responsibility caused or undergone by the material. In case of total or part non-payment of the price at the date of payment, or in case of non-respect by the purchaser of one of the general conditions of sale, France Etuves will automatically require and without formality, the restitution of the material at the expenses, risks and dangers of the purchaser. This restitution is not equivalent to the termination of the sale.
All the operations of transport, insurance, customs, handling, supply on-site are at the charge and expenses, risks and dangers of the purchaser. The purchaser has to check the shipments on arrival, and to exert, if necessary, recourses against the carriers, even if the shipment were made carriage free.
Unloading is always at the responsibility of the purchaser. The complaints made by the purchaser at the time of a delivery will only be allowed if they are formulated in detail at the time of the reception of the material on the receipt of the carrier and confirmed in writing to the carrier by registered letter under 3 days. The fact of organizing, with the name and on behalf of the purchaser, the transportation of the goods sold with a carrier chosen by France Étuves does not modify the present conditions.
The guarantee only applies for the material delivered by our care and it only exists towards the purchaser and not towards the thirds to which the material could be resold. France Etuves guarantee is limited to the free replacement in our factories, of the parts found defective. In this case the material is to be sent back to France Étuves in paid port.
This engagement, except particular stipulation, only applies to the defects which appeared during the 12 months guarantee period. The period of guarantee starts at the commissioning date and at the latest 3 months after placing the material at the purchaser’s disposal.
To refer to the benefit of these provisions, the purchaser must warn France Étuves by the way the purchaser considers the fastest, with written confirmation of the defects he attributes to the material and provide all the justifications for their reality.
The purchaser must help France Étuves to proceed to the observation of these defects and to find a remedy. The purchaser must moreover, except express agreement, abstain from carrying out himself or make carrying out by a third the repairing.
France Étuves responsibility is strictly limited to the obligations thus defined, and it is agreed that France Étuves will be held with no compensation towards the purchaser for any undergone damage such as damage to goods distinct from the object of the contract, or loss of profit.
No guarantee deduction is accepted if France Etuves does not provide a written agreement. Any intervention under guarantee blocking the operation of the machine for a unspecified duration cannot in no case give rise to a compensation.
This guarantee does not cover: - operations of basic maintenance, - errors of handling, - external deficiencies, - abnormal uses In case of breakdown or incident of any nature blocking the use of the machine, the purchaser cannot in no case claim compensations as a reason of operational or exploitation losses and profit. The interventions under guarantee do not prolong the warranty period of the machine.
France Etuves responsibility can only be committed abreast of the events guaranteed by its insurance policy and of the amounts compensated by its insurance. France Etuves engages, before any beginning of carrying out of its contract, to provide a certificate of insurance emanating from its insurance company specifying the guaranteed object and amounts, after a written request.
The delivery time starts to run after reciprocal agreement on the complete definition of the equipment and after reception of the purchase order. The times indicated in our offers are given as an indication. The time indicated on the order acknowledgement is the only to be taken into account.
The delivery time corresponds to the ex-works delivery of the equipment. The delivery time will automatically be prolonged in case of unforeseeable events non directly attribuable to France Etuves, which have occurred in its premises as well as in those of its subcontractors. France Étuves will keep the purchaser informed, in convenient time, of the development of the above mentioned events. The delay resulting in the pluralism of these events will not be attribuable to France Étuves and could not be reason for a cancellation of order or a request for compensations or penalties.
DISPUTES, ATTRIBUTION OF COMPETENCE
The parts will seek, before any contentious action, a friendly agreement. ANY DISPUTE, WHATEVER ITS KIND, IS THE EXCLUSIVE COMPETENCE OF THE TRADE TRIBUNAL OF MEAUX (FRANCE). This clause applies even in the event of summary procedure, of incidental request, of appeal or guarantee, of plurality of defendants, and whatever the mode, the modes of payment or the place of delivery. THE APPLICABLE LAW IS THE FRENCH LAW.