Page 111 - Signalite2023 ENG

General sales conditions
The sales of the company's products are governed by
these conditions, except for the general purchasing
conditions of the purchaser. They shall be deemed fully
accepted by the purchaser. In the event of a derogation
from any of these clauses without express consent from
the vendor, the latter may demand its strict application at
any moment. Whatever the tolerance duration, in no case
may it become the parties’ new agreement.
1 - Order - Confirmation
The stock orders shall be transferred by the client in
writing (email or letter) and considered to be accepted
definitively after written confirmation from the vendor.
Any form, regardless of its form (letter, fax, telephone
etc.) shall include: the full name, address, identifi-
cation number and corporate form of the purchaser;
the reference to a possible order; the exact quantity;
the quality by specifying the sort, brand and reference
to a provided sample; the presentation and packaging,
and the desired provision date.
2 - Delivery - Risk transfer
Unless otherwise stipulated, the products shall be
delivered EXW (incoterms 2000), i.e ex-works. In the
absence of the specification of the imperative nature
of the delivery deadline in the order, any deadline shall
be deemed to be provided for information purposes.
In any case, the delivery deadline shall start from the
date of the order confirmation by the vendor. Except in
the event of deliberate negligence by the vendor, no
compensation shall be due and may not be claimed for
non-compliance with the deadline or delivery date. The
vendor shall be liberated from their obligations for any
event out of their control which impedes or delays the
delivery of the products and which is not attributable to
any intentional or heavy fault on their part. If the imped-
iment is temporary, the execution of the contract shall be
suspended for the duration of this impediment. However,
if the duration exceeds 30 days, each party shall have
the right to terminate the contract without compen-
sation. If, when the impediment occurs, the vendor has
already manufactured a part of the order, the purchaser
shall be obliged to take delivery of the manufactured
products under the stipulated conditions and to pay for
them. If the purchaser refuses to accept them, since the
delivery deadline has already expired, the vendor shall
have the right to put the products in a warehouse at the
expense of the purchaser and claim the reimbursement
for the transport costs from them. If the receipt refusal
exceeds 15 days following the stipulated delivery date,
the vendor shall have the right to terminate the contract,
re-sell the products and claim, from the purchaser, the
payment of the difference between the initially agreed
price and the re-sale price, as well as for any harm
they would have suffered. Any return of the sold stock
products accepted by the vendor caused by an error
attributable to the purchaser shall lead to an invoice,
calculated at the vendor’s price, intended to cover the
costs for the transportation and re-packaging of the
returned products. Products manufactured on request
shall never be taken back.
3 - Prices
Unless otherwise indicated, the vendor’s prices shall be
understood to exclude all taxes and packaging, and to be
ex-works. The prices shall be given for units expressed
according to the nature of the product, as specified in
the price list. The vendor’s prices shall be provided for
information purposes and may be amended without
prior notice. The prices appearing in the price lists shall
be limited to the quantities available in stock from the
vendor upon receipt of the order. Due to the handling
costs and risks of product deterioration caused by the
splitting of the kit units, the products shall be exclusively
sold according to the kit unit indicated in the price list
without a possibility of breakage.
4 - Transportation
The reservations and remedies against the transporter
shall fall to the purchaser who shall immediately send
the vendor, for information, copies of all the documents
they have issued in this respect. The purchaser shall
immediately proceed with the reservations and obser-
vations detailed in the delivery documents issued by the
transporter. They shall confirm them by registered letter
with a request for an acknowledgement of receipt within
three working days following the receipt (Article L.133-3
of the Commercial Code).
5 - Payment
The starting point of the payment deadline is the shipment
date. The payment date shall be stated on the invoice.
The vendor reserves the right to adapt the amount to
the purchaser’s situation and make the execution of
the orders dependent on the provision of guarantees
or the payment on order or prior to the delivery.
The change in legal status of the purchaser and/or the
worsening of their financial situation may, by operation
of law, lead to the immediate payment of the debts
concerning any merchandise delivered but unpaid. All
invoices must be paid, even if there is a disagreement
regarding the delivered merchandise. If an expired
invoice is not paid, only partially paid or is paid after
the expiration of the scheduled deadline, then the vendor
may demand: late penalties from the expiration day with
an amount equal to that arising from the application of a
rate equal to one and a half times the legal interest rate
to the remaining amounts due; the immediate payment of
any non-expired invoices; payment before delivery of any
order already accepted or already made, or the issue of
a guarantee. In case the purchaser refuses these condi-
tions, the vendor may refuse to deliver or may terminate
the contract and/or ongoing orders even if they are duly
accepted. Any payment by the purchaser, regardless of
the charge which the latter would have to give them
later on, and even if its amount corresponds exactly to
any of the invoices, shall first and foremost be charged
for the invoices corresponding to products already used
or re-sold by the purchaser.
6 - Retention of ownership
THE TRANSFER OF OWNERSHIP OF THE PRODUCTS IS
SUBJECT TO THE FULL PAYMENT OF THE PRICE ON THE
DUE DATE BY THE PURCHASER OR ON ANY DUE DATE SET
LATER ON IN THE EVENT OF A DUE DATE POSTPONEMENT.
THE PAYMENT SHALL BE CONSIDERED COMPLETED
UPON THE EFFECTIVE RECEIPT OF THE PRICE.
As a result of this ownership retention clause:
- the vendor, whether or not they are the owner of the
transformed products, may take them back if an invoice
due is not paid or in the event of the purchaser’s credit
deterioration even out with the initiation of any collective
proceedings.
- the products in stock delivered by the vendor to the
purchaser shall be treated by them as being stored
with them and shall be validly insured by them, at their
expense, against any risks likely to harm the value of
the merchandise;
- the purchaser shall immediately warn the vendor of any
measures taken by third parties which could affect or
jeopardise the retention of ownership, such as seizures
or collaterals.
- in the case where identification of the products is
impossible, any products meeting the same specifica-
tions and not identified themselves shall be considered
to be the vendor’s products, up to the amount of the
vendor’s claim. For the purposes of facilitating this identi-
fication, it shall be forbidden for the purchaser or their
substitutions to remove the distinctive trademarks from
the products before their use.
7 - Complaints - Limitation of liability
The vendor may not be sought after if the purchaser
does not strictly comply with the provisions of Article
1 above. Without prejudice to the provisions of Article 5
above, and under penalty of inadmissibility, the purchaser
shall warn the vendor in writing:
- before using the products and within 48 hours, at the
latest, of the delivery in case of clear non-compliance
of the quantity of the products received in relation to
the order;
- before use and, at the latest, within 7 hours of the
delivery if the products display apparent defects or any
clear non-compliance of the quality in relation to the
order, i.e if the fault or irregularity may be revealed by
a basic check or a visual inspection;
- during trials or their use, and, at the latest, within four
months of the delivery in case of a hidden defect, i.e if
the fault or irregularity may only be revealed during a
thorough examination, trials or their use.
Complaints shall only be admissible if the fraction of the
products used does not exceed 10% of the delivered
quantity. The use of the products for a quantity greater
than 10% shall constitute an absolute acceptance of the
merchandise by the purchaser. If the purchaser notices
any irregularities during its use, the work shall stop
immediately or no more than 10% of the merchandise
shall be consumed. The buyer shall inform the vendor of
the situation in writing. The vendor shall make themself
available to analyse, on site, the work to be carried out,
the performance of the merchandise and its conditions
of use. The work may only be pursued following a formal
agreement between the vendor, purchaser and, possibly,
the user of the merchandise. If a complaint is justified by
the vendor, the latter shall, at their expense, take back the
faulty merchandise which shall be returned to them by
the purchaser in good condition in the original packaging
or similar. The vendor shall replace the merchandise
as soon as possible with its stock or provision possi-
bilities. If the replacement is impossible, a credit note
corresponding to the faulty products shall be issued. The
observation of a fault on a portion of the products may not
justify the total refusal and/or exempt the purchaser from
paying for the entire delivery as well as any amount they
owe in time. In any case, any compensation due by the
vendor shall be limited to the value of the merchandise
recognised as non-compliant and shall, in any case, be
limited to the direct material damages except for any
compensation for immaterial and/or indirect damages.
8 - Advice
The description of the products in the vendor's catalogues
and price lists shall be provided for information purposes.
If certain features of the product are considered to be
essential, it shall be up to the purchaser to ensure they
are clarified and guaranteed in writing. The vendor may
only inform or advise the purchaser if the latter sponta-
neously and completely puts them in a position to do
so. In the event of silence from the purchaser at the
moment of the order or during the transformation of
the products, the purchaser, deemed to be a profes-
sional, shall be considered to be sufficiently informed
of the features of the products they have ordered and
used. Information on the technical data sheets is based
on data which the manufacturers consider reliable.
The values are provided for information purposes only
and are communicated without guarantee. In no case
shall they constitute a guarantee. The purchasers shall
independently determine, before use, if this material is
suitable for their intended use.
9 - Applicable law - Allocation of competence
Any disagreement which may occur between the parties
related to the interpretation, execution and/or end of
these conditions and, more generally, as a result of
their commercial relations shall be submitted to the
Villefranche-Tarare Commercial Court, even in the case
of an introduction of a third party or multiple defendants.
The applicable law is French law.