General terms of sales

1. Order validity and acceptance of the general terms and conditions of sale

Orders are only valid once accepted by our sales department, as evidenced by our order acknowledgement. They imply full acceptance of all our general and specific terms and conditions of sale, unless the buyer has notified our company by registered letter of its disagreement with any of the provisions below, no later than eight days after the order acknowledgement was sent (this period is extended to 15 days for buyers based outside France). Any clause stated in our customers’ letters or purchase orders that conflicts with the above clauses cannot be enforced against us unless we have given our prior written agreement when the orders were recorded. Information given in catalogues, brochures, price lists or any documents other than an order acknowledgement is provided for information only and is not binding on the seller. Blanket orders must include specific details in the order acknowledgement stating, in addition to the total quantities ordered, the start and end dates of the period by the end of which the Buyer must have called off these quantities, as well as the validity conditions of the sale prices specific to each blanket order. No blanket order will be accepted for a period exceeding 6 months. All other provisions applicable to firm orders also apply to blanket orders. No cancellation of orders for buyer-specific products will be accepted. For other products, order cancellations can only be accepted if no costs have been incurred to fulfil them at the time of cancellation. Otherwise, these costs will be invoiced in full to the buyer.

2. Prototypes, ownership and retention period of tooling

The production of prototypes, whether or not followed by a pre-series and series order, is invoiced to the customer as a contribution to tooling costs. Tooling costs include the costs of designing and producing a prototype, in particular those related to producing plans, drawings and studies, as well as the costs of designing and producing moulds, cutting dies or other tooling and the prototype itself. In all cases, all tooling related to the prototype, together with the corresponding plans, drawings and studies, remains our sole property. At the customer’s request and with our agreement, all of this may be assigned with transfer of ownership, which will be invoiced separately, taking into account the contribution already paid by the customer. Tooling, and moulds in particular, will be kept for three years from the date the products concerned were last manufactured. At the end of this retention period, and in the absence of any new order, it will be automatically destroyed.

3. Quantities

The supplier reserves a tolerance of plus or minus 10% on the quantity ordered, except for standard products.

4. Prices

Our prices are based on continuous production of the quantity stated in the order acknowledgement. These prices may be adjusted according to changes in all components of our purchase costs at the date of shipment, including packaging, storage and transport costs and any applicable taxes. The cost of packaging is included in the sale price for standard packaging. Unless expressly agreed otherwise, sale prices are EX WORKS. For any order below a minimum value, a flat-rate administration fee will be invoiced in addition to the price of the products and any additional charges. This minimum value and the amount of the fee are stated in each order acknowledgement.

5. Lead times

Unless an express clause in the order acknowledgement contains the wording “mandatory lead time accepted” or “mandatory date accepted”, the availability dates and lead times stated in the order acknowledgement are given for information only. Any delay cannot be used as grounds for cancelling the order or refusing delivery. No compensation or penalty may be claimed for late delivery without our express prior agreement. The following are considered cases of force majeure releasing us from liability: epidemics, riots, mobilisations, natural disasters, war, fires, carrier strikes or, more generally, any interruption of transport.

6. Transport and transfer of risk

Unless expressly agreed otherwise, the carrier(s) responsible for transporting the goods are those selected by the Seller. Our shipments are governed by the Incoterm EXW Pont-de-Poitte. Goods therefore always travel at the consignee’s risk; it is the consignee’s responsibility to inspect them on arrival and make any necessary reservations with the carrier. These reservations must be confirmed to the carrier by registered letter within three days (Article 105 of the French Commercial Code).

7. Claims and returns

The buyer has a strict period of 15 days from the date of delivery of the goods, or from the date they were first presented or made available, to raise any reservations directly with our company, for whatever reason. After this period, no amicable or legal claim from the buyer will be accepted. Any return of goods, for whatever reason, requires our company’s prior agreement on the principle of the return and on who bears the shipping costs. Otherwise, no return will be accepted. The buyer has a strict period of 15 days from the invoice date to dispute any non-compliance of the invoices received with the agreed terms. After this period, no amicable or legal claim from the buyer will be accepted.

8. Limitation of warranty

The Seller certifies that the goods delivered comply with the description and technical specifications, which remain available to the Buyer. The Seller accepts no liability for indirect damage that may result from the use of the goods delivered and strictly limits its liability to the cost of replacing them. However, the buyer may only invoke this liability after informing the Seller in writing within 30 days of receipt of the goods concerned and after the Seller has agreed on the damage suffered.

9. Payment terms

Our invoices are payable 30 days end of month from the invoice date. For payment by bill of exchange or promissory note in paper form, the corresponding instruments must be returned to us at least 20 calendar days before the due date. These payment terms do not apply to first deliveries, for which only payment by cheque on receipt will be accepted. Payment terms may not be delayed for any reason, even if the performance of the order gives rise to a dispute. If a single instalment is not paid, all sums due for goods delivered or yet to be delivered become immediately payable without further formality, and we reserve the right to suspend or terminate ongoing contracts by ordinary letter. Any sum not paid by the due date, following an unsuccessful formal notice, automatically bears interest at a rate equal to one and a half times the statutory interest rate. In general, the payment terms granted to the buyer cannot be maintained in the event of repeated late payments or non-payment of a single invoice. In such cases, payment before delivery will automatically apply.

10. Collection costs

In the event of total or partial non-payment or late payment of our invoices, all fees and costs of any kind incurred by our company for or as a result of recovering the sums due shall be borne exclusively by the debtor.

11. Retention of title

By express agreement, we retain ownership of the goods supplied until they have been paid for in full.

12. Jurisdiction clause

Any dispute arising from this contract, its interpretation or its performance shall be submitted to the competent courts of the place of our registered office, even in the event of third-party proceedings or multiple defendants. The same applies in particular to any dispute arising from payment incidents relating to bills or drafts drawn in connection with this contract.