Terms & Conditions
General sales conditions
The term « Vendor » used
here below designates the supplier of equipment, accompanied or not by provision
of a service.
The term « Customer » used
here below designates the purchaser of the product and any service involved.
The prices and information mentioned in the catalogues, brochures
and price-lists are given as an indication.
The supply includes
exactly and only the equipment and any services specified in the order
confirmation (or “contract”) signed by the Customer and the Vendor.
Acceptance of offers from
the Vendor by the Customer implies its agreement with these terms and
renunciation to its purchase terms. The latter shall waive exercising any
general conditions of purchase he may have.
The weights announced by
the Vendor are a simple indication and can in no case be the cause of claims or
For additional supply of
products and services, the prices and deadlines are negotiated between the
Vendor and the Customer before execution. In no case shall the additional supply
be prejudicial to the ones of the main order.
INDUSTRIAL PROPERTY, STUDIES, PROJECTS AND DOCUMENTATION
The equipment of the
Vendor being covered by the rights of industrial property, the Customer must in
all cases inquire of the Vendor as to the existence and extent of such rights.
The projects, studies and
documents of all kinds delivered or sent by the Vendor and information resulting
from them remain in all cases his full property. They must be given back to him
immediately upon his demand and cannot be communicated or executed, completely
or partially, without his prior written consent.
The Vendor’s standard
documents such as drawings, descriptions, illustrations, brochures, catalogues,
operating instructions, advertisements, are given as general information and may
undergo modifications at any time. The Vendor is only bound by the order
confirmation signed by it and by the Customer.
The Customer must make all
arrangements so that the installation, exploitation and upkeep of the equipment
are carried out according to generally accepted practices. The provided
equipment is foreseen for operation in conditions in compliance with the
recommendations of the Vendor.
In case of a specific,
duly agreed study, the definition and choice of the equipment will be made on
the basis of information provided by the Customer, notably concerning the
characteristics of the installation site. In this respect, the Customer shall
provide all the necessary relative information, notably weather conditions and
environmental and neighborhood constraints, which may affect the good
functioning of the equipment.
FORMATION OF THE CONTRACT
The contract is only
completed between the parties when the order confirmation has been signed by the
by the Customer and the Vendor.
In case of contradiction
between contractual documents which may exist for a same order, the respective
obligations of the parties are defined exhaustively by the following list of
documents, these being classified in order of decreasing value:
the confirming order
signed by the Customer and the Vendor
these general sales terms
the text of the offer
The carrier is designated:
either by the Customer in
the framework of an ex-works sale
or by the Vendor in the
framework of carriage-paid sale
Except for contrary
provisions expressly indicated by the Vendor in the confirming order, the
delivery and consequently the transfer of risks, both loss or damage to the
equipment subject of the Customer’s order on the one hand and liability for this
equipment on the other hand are considered as being in effect as soon as its
serialization in the Vendors premises and no later than when handed over to the
The Customer shall
consequently take out at its cost, a policy guaranteeing any damages which may
occur to the transported equipment as well as a policy guaranteeing the monetary
consequences of his liability for damages which may be caused by the equipment
subject of his order starting at the point of risk transfer.
In the framework of sales
for exportation, the parties agree to refer to Incoterms-CCI 2010, or any other
version in force at the date of the confirmation order. Customs duties shall in
all cases be borne by the Customer.
The Customer must in all
cases check the Equipment at reception and preserve any recourse against the
transportation chain, and notably through specific, detailed reservations within
the allotted time. Failing this, the Customer shall forfeit all right of claims
against the Vendor, if sit has had such rights.
If the shipment is delayed
for any cause whatsoever beyond the control of the Vendor and if this latter so
consents, the equipment is stored and handled at the exclusive risk and expense
of the Customer (expenses for packaging, etc). These provisions and their
application, where appropriate, in no way modify the order confirmation signed
between the parties and notably the obligation to pay for the supply by the
Customer. They may in no case be considered as a novation.
The delivery time is
counted starting from the latest of the following dates which may apply:
either the enter in force
or the order confirmation,
or the date at which the
Vendor has received the documents and the technical data from the Customer
necessary for the good execution of the order or any rider to this latter
accepted by the Vendor,
or the date at which the
down payment has been paid by the Customer,
or the date on which the
Vendor has received the supply that the Customer has pledged to hand over to him
or the date at which the
guarantees agreed by contract have been provided by the Customer.
Delays in delivery,
whatever their cause may be, will in no case lead to penalties nor give rise to
damages nor justify cancellation of the order or suspension of agreed payments.
Vendor can make partial
shipments and invoice them according to VII.
Packaging for the
Equipment subject of the contract between the parties is in all cases at the
Customer’s cost and under its responsibility. It is included in the present
In case of specific
packaging, the definition of the packaging category to be used commits the
responsibility of the Customer alone.
The Vendor keeps title to the Equipment sold until effective
payment of the whole price, principal and incidentals.
Non-payment at any one of the due dates whatsoever could lead by
right to claiming these Equipment at the Customer’s expense, as well as
termination of the contract by the Vendor, by simple notice and to the exclusive
fault of the Customer. In case the Equipment is taken back by the Vendor, the
payments already made will remain in all cases acquired by the Vendor as
damages, without detriment to any right he may have to obtain complete redress
for the prejudice undergone if this is greater.
If applicable and in compliance with article IV paragraph 2
hereabove, the risks of loss or deterioration of the Equipment as well as
liability for damages they may cause, of any type whatsoever, are borne by the
Customer until the Vendor has effectively and completely taken them back.
TERMS OF PAYMENT
Per the payments terms described in the Order Confirmation.
The payments must be made by the Customer in compliance with the
conditions indicated in the order confirmation signed by the Customer and the
Vendor. Confirming order issued by the Vendor.
The payments are made to
the Vendor’s registered offices, net and without discount.
Any and all bank fees relative notably to bank guarantees,
encashments, transfers, negotiable stamps and protests are borne by the
The payments are due even in the case of non collection or shipping
delay caused by the Customer. The Vendor reserves the right to invoice the
various Equipment individually as they are made available and to make partial
In case of sale, transfer, hypothecation or contribution of
business capital or equipment by the Customer, the amounts owing become
immediately due, whatever conditions may have been previously agreed.
Retrofits of equipment are always subject to downpayment and full
payment prior to shipment.
The terms of payment can in no case be delayed or suspended,
completely or partially, including in case of litigation, notably in the
hypothesis where, for reasons not attributable to the Vendor, the shipping,
transportation, mounting, installation or commissioning of the Equipement are
delayed or made impossible. Consequently, payments by the Customer will
correspond in all cases strictly to amounts and due dates indicated on the
In case of cancellation of his order by the Customer, deposits paid
remain in all cases acquired by the Vendor as damages, without detriment to any
right for this latter to obtain integral redress for the prejudice undergone if
this is greater. For Spare Parts, depending of the nature of the parts, the
deposits paid remain in all cases acquired by the Vendor as damages and when no
deposits have been paid, a minimum 20% restocking fees of the said parts selling
price will be applied.
By express agreement and
except for deferral requested on time and accepted by the Vendor, default in
payment of the supply and/or services at the set due date will lead cumulatively
payment of all amounts remaining due, whatever the foreseen payment mode may be.
SERVICES ON SITES
The Vendor may, in the
framework of certain markets, be led to carry out all or part of the operations
of mounting, testing, industrial commissioning of his supply.
Carrying out such services
is, under any circumstances, without incidence on the transfer of risk such as
indicated in article IV of these terms.
Carrying out these services will in no case be considered as a full
or partial agreement by the latter for the intrinsic qualities of elements
and/or services outside of his supply and/or more generally the environment of
his equipment. The test operations on the sites or commissioning carried out by
the Vendor will in no case be considered as agreement by him of the installation
conditions of his equipment by the Customer or a third party.
The Vendor can in no way be held liable for any consequences of any
type whatsoever, notably intangible ones, for complete or partial
non-performance of the obligations not directly and expressly concerned by the
terms of the order confirmation signed by the Customer and the Vendor.
The Vendor shall invoice the Customer any over-cost arising because
of any delays or additional work made necessary or required by the Customer.
The fact for the Vendor to assume conducting mounting operations on
the site does not in any way exempt the Customer from his duty for job site
Deficiencies giving rise
to the guarantee
The Vendor shall remedy
any faulty operation coming from a defect in the design, materials or execution
within the limits of the provisions here below.
The obligation of the
Vendor does not apply in the case of defect coming from materials provided by
All guarantees are also
excluded for incidents coming from fortuitous events or force majeure as well as
for replacements or repairs resulting from normal wear of the equipment,
deteriorations or accidents coming from negligence, faulty surveillance or
maintenance or defective or abnormal use of this equipment. Likewise, the
guarantee on consumable parts or elements also remains excluded in all cases.
Proof of the alleged
defect lies in all cases with the Customer.
Only the first purchaser
Customer may profit from the guarantee, which may not be transferred to a third
party without the prior written consent of the Vendor.
Period of guarantee
The guarantee is ensured
by the Vendor for:
3 months starting on the
date mounting has ended
6 months after leaving the
whichever comes first.
It is expressly agreed
that no guarantee is granted by the Vendor if mounting has not be done by him.
Spare or replaced parts
are guaranteed for a period of 6 months without this modifying the period of
guarantee on the other components.
Obligations of the
In order to be able to
invoke benefit of the guarantee, the Customer must:
Comply strictly with the
operating instructions of the equipment such as they are given notably in the
technical documentation issued by the Vendor if applicable.
Follow the technical
training given, if applicable, by the Vendor for using his equipment.
Keep up to date a
maintenance log in which he indicates the date, contents and results of tests,
visual inspections, current upkeeping interventions, maintenance interventions
as well as all observations and any anomaly findings made during exploitation.
Inform the Vendor with no
delay and in writing of the defects he attributes to the equipment and provide
all justifications as to their reality. He must give the Vendor all facility for
noting these defects and remedying them. Moreover, he must abstain from carrying
out repairs himself or by a third party without the prior written consent of the
Modalities for exercising
The Vendor thus informed
must remedy the defects at his expense and with all due dispatch, reserving the
possibility of modifying, if necessary, the mechanisms of the equipment in order
to satisfy his obligations. The Vendor’s interventions only concern the
equipment delivered by him. All parts replaced in the framework of this
agreement become the property of the Vendor again and must, under penalty of
forfeiting the guarantee, be returned to him.
The guarantee is only
granted after expertise and return of the defective parts.
The guarantee is ensured
directly by the Vendor or through his approved agents and distributors.
5) Limit of the
The guarantee granted by the Vendor is strictly limited, at the
Vendor’s choice, to replacing or repairing the defective equipment under the
conditions and limits indicated hereabove. It does not extend to repairing any
other damages of any type whatsoever and notably any losses of profit,
production or exploitation resulting directly or not from the whole or partial
unavailability of the Vendor’s supply because of defectiveness giving rise to
the right of this guarantee. The guarantee does not cover the costs of replacing
the parts and any related costs beside the part itself, unless specified.
Moreover, the guarantee
does not cover the textiles treated by the machines and the products coming from
performances are requested by the Customer aiming at obtaining industrial or
economic results, the commitment of the Vendor for such performances must be
noted in writing in
order confirmation signed by the Customer and the Vendor.
In the case that the performances are not reached the Vendor cannot
be held as responsible for its occurrence as well as in its consecutive tangible
and intangible consequences, for any reason and for any amount whatsoever.
The Customer shall respect
and have respected by his personnel or any third party who may use the Vendor’s
supply, the operating instructions and safety requirements delivered with the
machines so that their exploitation may be ensured with no danger to
It is forbidden under any circumstances to make any modification
whatsoever on the Vendor’s supply and notably concerning the existing safety
installations. Any modification not previously approved in writing by the Vendor
releases his responsibility. If the safety requirements are not respected then
the Vendor will refuse to work on the Equipment; in this case the Vendor’s
expenses will be at the charge of the Customer.
The Vendor cannot be
considered as having failed in his contractual obligations in the case where
execution of this contract was delayed or prevented by a situation of force
majeure. Is considered as such the existence or occurrence of any fact which
could not be reasonably foreseen or prevented by the Vendor and which would make
it impossible, temporarily or definitively, completely or partially, to carry
out his obligations. As an indication, the following events expressly constitute
a situation of force majeure : Natural event or catastrophe, destruction or
unavailability of the Vendor’s production means, default by a supplier or a
subcontractor, strike, etc…
The Vendor shall inform the Customer as soon as possible of his
impossibility for carrying out his obligations.
In case of definitive impossibility for the Vendor to satisfy his
obligations, the contract can be terminated by right by the Customer by simple
The liability of the
Vendor is strictly limited to the obligations defined in the order confirmation
and it is expressly agreed that the Vendor shall not be held under any
circumstances whatsoever to compensate for intangible and/or indirect damages
that the Customer (or any sub-purchaser) could claim, whatever the cause and the
origin may be (contractual guarantee, legal guarantee, contractual
responsibility of the Vendor such as non-conformity etc ...).
this, the Vendor can in no case be held to compensate for any losses of
production, exploitation, profit, fees or expenses whatsoever, notably in the
case of unavailability of the equipment subject of the concerned supply, as well
as damages undergone by third parties and more generally any compensable
prejudice other than bodily injury or damages to property.
For any dispute relative to the validity, interpretation or
execution of the contract signed between the Customer and the Vendor, whatever
the sales terms and accepted mode of payment may be, ) and if the Products or Services are delivered or
performed in the United States, this Agreement and the performance thereof will
be governed by and construed according to the laws of the State of
South Carolina Trade Law
even in case of third party claim or multiple defendants.