1. Application of the General Terms and Conditions
Any order, request for intervention, quote or agreement given for the Supplier's intervention entails the Client's unconditional acceptance of these General Terms and Conditions. Any exemption from the application of the General Terms and Conditions must be accepted in writing by the Supplier to be enforceable against it. The General Terms and Conditions may be supplemented or clarified in the Particular Conditions of the Contract or in the quote. Any reference to other conditions, including General Purchasing Conditions, shall not be binding on the Supplier unless explicitly accepted in writing by an authorised representative of the Supplier.
2. Reference documents
Quotes, accepted orders or other documents drawn up by the Supplier or explicitly accepted by it (specifications, technical requirements, etc.) in connection with the supply of products or services by the Supplier form part of the Particular Conditions that supplement these General Terms and Conditions. The General Terms and Conditions and the Particular Conditions constitute the Contract between the Clients and the Supplier. The supply of products or services (hereinafter "Supply") is also governed by INCOTERMS and the Quality Assurance system in accordance with ISO 9001.
3. Selection and use of supplies
As a professional, the Client is solely responsible for selecting the Supplies, using them and ensuring their suitability for the needs and constraints of their business. The Client must, under their own responsibility, provide the Supplier with a precise and complete description, specifications or technical requirements. The offer drawn up by the Supplier on the basis of these documents and accepted by the Client constitutes the reference document for assessing the conformity of the Supply. Any characteristic not explicitly mentioned therein shall not be binding on the Supplier. If several versions are drawn up, only the last one accepted by the Supplier shall be binding. Where necessary, it is the Client's responsibility to request additional information from the Supplier regarding the characteristics of the Supplies. It is the Client's sole responsibility to ensure that the Supplies are used in accordance with the instructions for use, best practices and professional standards, and applicable regulations, particularly with regard to safety, health, storage, transport and sale.
4. Order
Minimum order: €250 excluding VAT. For any order below €500 excluding VAT, an additional handling fee of €75 excluding VAT will be invoiced. Orders shall only be binding on the Supplier upon acceptance by the Supplier. An order may only be modified after acceptance with the Supplier's explicit agreement, which may be conditional upon changes to the price, delivery time or other order conditions.
5. Supplier's obligations
The Supplier is required to deliver the Supply in accordance with the terms of the Contract with the Client, including technical specifications. The Supplier shall under no circumstances be held liable for the use of the Supplies, their performance or their suitability for the Client's expectations.
6. Client's obligations
The Client is required to comply with the Contract, in particular to pay the Supplier's invoices within the agreed timeframes, to cooperate with the Supplier including by promptly responding to any request for clarification, approval or additional information from the Supplier, and to communicate, even after the order, any information likely to facilitate or affect the Supply. Delays in communicating the elements requested by the Supplier may postpone the delivery date accordingly.
7. Interventions at the Client's site
The Client is required to do everything possible to facilitate the Supplier's interventions at a Client's site, in particular:
- Ensure, at their own expense, free access to the site, the provision of any necessary lifting and handling equipment, the provision of a secure room for storing equipment and tools, changing rooms, showers and sanitary facilities.
- Ensure that their personnel are trained in the appropriate techniques, obtain all permits, licences, authorisations and agreements necessary for the delivery and installation of equipment and completion of works, and carry out any required notifications or declarations.
- Provide all elements and perform all services not falling within the Supplier's obligations and which are necessary for the Supplier to carry out the Supply, including in particular:
- All necessary civil engineering works and ensuring that the civil engineering is suitable with regard to floor load distribution, availability of fluids and energy (water, electricity, compressed air, steam, drainage, etc.) at the installation site in accordance with the Supplier's specifications, with isolation valves and, for machine and fluid qualification, sampling points on the supply pipe of each fluid.
- Connect the isolation valves to the supply connections pending on the machines. NB: Any intervention on the isolation valves is the Client's responsibility after authorisation from the Supplier's personnel.
- Provide the circulation and storage plan, facilities, and specific internal instructions (quality, safety, environment).
- Arrange for supervision and labour related to contractual operations at the Client's expense (urgent decisions, authorisation for access to premises, opening of fluid valves, safety and first aid assistance, civil engineering, etc.).
The Supplier undertakes to draw up a prevention plan in accordance with labour legislation at the start of the intervention, where necessary.
Any training (hygiene and safety, etc.) requested by the Client in connection with the Supply shall be subject to additional quotes. The Supplier does not carry out any civil engineering works, but may, if provided for in the order, perform drilling and fixings on floors, partitions, ceilings and other structural elements of the Client's building, subject to written authorisation from the Client releasing the Supplier from any liability in this regard, both legally and in terms of insurance. NB: No Supplier employee is authorised to carry out the above-described tasks without this written authorisation. The Supplier reserves the right to partially subcontract the execution of an order without prior notice.
8. Studies and projects
Studies, projects, plans and other documents communicated to the Client remain the property of the Supplier and may only be used by the Client for the purposes of the Supply to which they relate. They may not be communicated, executed or used without the Supplier's authorisation. In order to provide the Client with the latest technological advances, the Supplier reserves the right to modify the execution of the Supplies at any time and without notice, provided they remain in conformity with the Contract. Any software programme(s) supplied are the exclusive property of the Supplier, with the Client having only a personal and non-transferable right of use. The Client is authorised to use the software or programme only for operations specific to the dedicated machine or installation, in accordance with the technical documentation or any other recommendation and information provided in the documentation. The Client must not copy or reproduce the programme(s) except for backup purposes, and must not dissociate and/or modify them without the Supplier's express agreement.
9. Prices
Prices are in euros, excluding VAT, and excluding transport, delivery and insurance costs. The delivery amount will be specified before order validation (for online orders) or on the order acknowledgement. The Supplier reserves the right to modify, without notice and at any time, the price of the Products based on supplier price increases, changes in raw material prices or foreign currency exchange rates.
10. Delivery
The delivery period begins when the technical and commercial conditions of the order are met, and in particular upon receipt of a deposit if provided for in the order. Delivery can only take place if the Client is up to date with their obligations to the Supplier. In cases such as force majeure (strikes, natural disasters, fire, etc.), raw material supply issues, testing and approval delays by external bodies beyond the Supplier's control, delivery may be postponed and no penalties or compensation may be claimed. Available Products are dispatched using the appropriate shipping method chosen by the Supplier.
11. Transport
For any order of consumables or spare parts exceeding €500 excluding VAT, delivery within metropolitan France is provided free of charge. In all other cases, the delivery method is defined by the INCOTERM specified in the Supplier's quote. Where packaging is provided, it is recyclable and non-returnable. Products listed in the ADR (international regulations on the transport of dangerous goods) are shipped in compliance with applicable regulations. For "express" transport, shipping, packaging and insurance costs are advanced by the Supplier and recharged to the Client upon invoicing of the order. In the event of damage or loss during transport, the Client's recourse against the Supplier shall be limited to the carriers' minimum conventional liability. The sale of alcoholic products is subject to strict regulations that the Client must comply with. The Departmental Customs Directorate monitors the sale of ethyl alcohol. It is therefore the Client's responsibility to comply with this authority and to present the necessary supporting documents in the event of a customs inspection. The Client must ensure that the Products can be transported to their floor or inside their establishment. For free delivery, the transfer of risk occurs upon delivery to the Client.
12. Delivery delays
Where delay penalties are provided for in the Contract, they shall only be due subject to the following cumulative conditions being met:
The delivery date specified in the order acknowledgement has been exceeded to the Client's detriment, attributable solely to the Supplier and not to the Client, a third party, or circumstances beyond the Supplier's control (weather events, industrial or armed conflict, epidemic, exceptional circumstances or force majeure).
The Client has complied with their own obligations, including payment terms.
The existence of actual loss jointly established by the parties.
Penalties, if accepted by the Supplier, may not exceed 5% of the excluding-VAT price of the Supplies delivered late. These penalties are the Client's sole recourse against the Supplier, who waives any other compensation in the event of a delivery delay. A delivery delay shall in no circumstances justify the late payment of the Supplier's invoices.
13. Acceptance of supplies
Upon receipt of the Supplies, the Client undertakes to:
- Check the condition and quantity of the Supplies by opening the packages if necessary in the presence of the carrier.
- In the event of damage, damaged or missing packages, record reservations on the delivery note.
- Notify and communicate, in accordance with Article L133-3 of the Commercial Code, their reservations to the carrier by registered letter with acknowledgement of receipt within three days of receiving the Supplies. Alongside the actions taken with the carrier and in accordance with Article L133-3 of the Commercial Code, the Client must submit claims for apparent defects to the Supplier within five working days of the date of receipt of the Supplies at the delivery location. This claim must include the references shown on the invoice and the product batch/serial number (if applicable). Failure to comply with these instructions shall result in the Supplies being deemed accepted without reservation by the Client.
14. Return of goods
No return shall be accepted without the Supplier's prior written agreement, which shall specify the conditions. The Supplies must be returned in their original packaging to the address communicated to the Client. Return costs shall be borne by the Client. Where hazardous materials are being returned, the Client must comply with applicable regulations (ADR, IMDG, IATA, etc.).
15. Warranty
The warranty covers hidden or design defects arising from a material or manufacturing defect rendering the Supplies unfit for use. The Supplier warrants that each element of the Supplies is delivered free from any defect in its design, manufacture, installation and after-sales service. Under the warranty, the Supplier is required to repair, replace or refund the Supplies affected by a defect or non-conformity, to the exclusion of any compensation of any kind whatsoever.
For machines:
- The warranty period is 12 months from the date of commissioning (at the latest 60 days from the delivery date).
- If intervention is required at the Client's site at their request, the Supplier undertakes to intervene within 48 hours in metropolitan France, subject to the availability of transport resources near the site.
The warranty shall not apply in the event of failure to comply with the instructions for use of the Supplies, abnormal use, lack of maintenance, modification or intervention by a third party on the Supplies. Performance warranty is subject to the qualitative and quantitative supply of fluids, energy and other necessary resources.
16. Retention of title — Transfer of risks
By way of derogation from Article 1583 of the Civil Code, ownership of the Supplies shall only be transferred to the Client upon full payment of the price. Nevertheless, delivery of the Supplies transfers the risks to the Client, who is therefore solely responsible for the Supplies from the time of delivery. The Client must ensure the identification and preservation in good condition of the Supplies. The Supplies are delivered as entrusted goods and insured as such by the Client, before signing the SAT acceptance report if applicable, and until full payment of the price. In the event of non-payment at the agreed deadlines, the Supplier reserves the right to terminate the contract or repossess the Supplies after an unsuccessful formal notice.
17. Liability
The Supplier's sole responsibility is to deliver the Supplies to the Client in accordance with the Contract. The Supplier is bound by an obligation of means and their liability may only be engaged if it is proven that the damage caused to third parties, property or the Client's personnel results from gross and/or intentional misconduct on their part in the execution of the Supply. The Supplier's liability may only be engaged up to the amount of the price received for the Supply to the Client.
18. Non-solicitation
The Client undertakes not to hire, or engage in any manner whatsoever, any current or future employee of the Supplier. This clause shall apply regardless of the function of the employee concerned, and even where the solicitation is initiated by said employee, and shall remain in effect throughout the performance of the contract and for 12 months following its completion.
19. Payment
The Supplier's invoices are payable by bank transfer upon receipt of invoice and within a maximum of 30 net days, without discount. The Supplier may require immediate payment in the event of deterioration of the Client's financial situation. For public institutions, payment shall be made by administrative payment order in accordance with the Public Procurement Code. In the context of an export contract, payment terms shall be subject to an irrevocable documentary credit confirmed by a French bank, realisable at said bank's counters in favour of the Supplier for the total amount and payable upon taking charge of the Supplies ex-works (EXW). All charges are at the Client's expense.
20. Late payment
In the event of late payment, interest shall be due at a rate equal to 3 times the legal interest rate (amended Article L441-6 paragraph 12 of the Commercial Code). In accordance with Articles 441-6 and D. 441-5, any late payment shall automatically entail, in addition to late payment penalties, an obligation for the debtor to pay a flat-rate indemnity of €50 for collection costs. An additional indemnity may be claimed, with supporting documents, where the collection costs incurred exceed the amount of the flat-rate indemnity. If the Client does not fully comply with the defined payment terms, the Supplier may, without prejudice to other remedies, suspend the performance of its obligations until the Client has fulfilled their own. For cumulative unauthorised delays, particularly for withholding payment of the balance, in the event of impossibility to install at the contractual date due to the Client, the warranty period shall be reduced proportionally.
21. Publicity
Upon receipt of a firm order, the Supplier may refer to the Client as a commercial reference without further notification.
22. Bankruptcy or judicial proceedings
In the event of bankruptcy or judicial liquidation of the Client, the contract shall be automatically terminated without compensation upon simple notification by the Supplier. The Supplier reserves the right to claim any damages arising from the loss caused to it by the termination of the contract.
23. Dispute resolution
In the event of a disagreement, the Client and the Supplier undertake to seek an amicable solution with the assistance of their respective advisors. In the absence of an amicable solution within 30 days, the courts within the jurisdiction of the Supplier's registered office shall have sole jurisdiction, even in the event of multiple parties, incidental claims or warranty claims. The Contract is governed by French law.