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General conditions of sale

Any order of products implies the buyer's unreserved acceptance of and adherence to these general terms and conditions of sale, which prevail over any other document of the buyer and in particular over any general terms and conditions of purchase, unless expressly agreed otherwise in advance by our company.

1. Sales

1.1 Our sales are made under the conditions of tariffs and quantities in force at the time of the order, except in circumstances beyond our control, and except for deferred or staggered deliveries, in which case our sales are made under the conditions of the tarifis in force at the time of delivery.
Our sales are only definitively valid after our order acknowledgements have been sent. Orders can no longer be modified or cancelled 48 hours before delivery; after this time, they will be firm and definitive.
Our tariff applies to all our customers on the same date. This may be revised upwards during the year, after prior information to our clients. Any modification will be appli- cable on the date indicated on the new tariff.
1.2 The transfer of ownership of our products is suspended until full payment of the price of said products by the customer, in principal and accessories, even in cases where payment terms have been granted.
Payment is understood as the effective receipt of the price by our company. Any clause to the contrary, in particular in the general terms and conditions of purchase, shall be deemed unwritten.
Our company may enforce its rights under this retention of title clause, for any of its claims, on all of its products in the customer’s possession, with no prejudice to its right to request the cancellation of sales in progress.
The customer shall ensure that the goods delivered are identifiable in their stock and kept in strict compliance with the conditions relating to these products. They shall insure said products against all risks, this clause in no way prohibiting the transfer of risks to the buyer upon delivery.
In the event of damage to or disappearance of the goods, prior to the transfer of ownership, the payments from the customer’s insurance company shall accrue to our company, notwithstanding the exercise of any other recourse by our company against the customer.
Following formal notice, our company may unilaterally draw up or have drawn up an inventory of its products in the possession of the client, who agrees, from now on, to allow free access to its warehouses, shops or others for this purpose. The goods must be returned to our company immediately, at the customer’s expense and risk, even in cases of force majeure, an act of God or the act by a third party.
The reclamation of our goods does not relieve the customer of their obligation to pay the price immediately in principal or accessories. Our company is therefore entitled to continue execution of the sale, even after having taken possession of the goods, unless it prefers to request the cancellation of the sale. In the latter case, any advance payments already made will be retained by our company with no prejudice to any other damages . In the event of seizure, the customer shall immediately inform our company.
In general, the customer shall be obliged to oppose by all legal means any preten- tions, threats, actions, procedures or any other measure that may call into question the seller's right of ownership that third parties may be led to assen over the goods sold. They will immediately notify the seller to enable them to safeguard their interests.

2. Deliveries and warranties

2.1 Delivery times are given for information only due to the availability of carriers and the order in which orders are placed. However, the buyer may request the cancellation of their order if the goods are not delivered within 60 days of a formal notice that has remained without effect, it being understood that this formal notice may only be made after the indicated delivery date, and that delays do not entitle the customer to cancel the sale, to refuse the goods or to claim damages.
2.2 In accordance with the provisions of articles 1641 et seq. of the Civil Code, the seller is bound by the guarantee of hidden defects of the product sold.
2.3 The company’s contractual warranty is limited to the replacement by simple exchange of any part recognised as defective due to a manufacturing defect establi- shed by both parties. It takes effect from the delivery of the goods.
2.4 Any use of our goods for a purpose other than that for which they were manufac- tured fully discharges our liability. The same applies in the event of modification of the goods by third parties or in the event of alteration due to deficient storage, transport or handling conditions.
2.5 With the exception of those that may implicate the carrier, any declaration of any nature whatsoever will only be accepted if it is made within eight days of the goods being made available, by registered letter with acknowledgement of receipt.

3. Shipments

3.1 Irrespective of the destination of the goods and the conditions of sale (including free sales), delivery is effected by handing over the goods to the customer or to their carrier or to the carrier chosen by our order company and on behalf of the customer.
3.2 The transfer of risk takes place at the time of delivery. Consequently, the goods travel at the risk of the customers who are responsible, at reception, for issuing the full, detailed reservations on the transport document, and then for confirming these reservations to the carrier by registered letter with acknowledgement of receipt within three days of goods reception in accordance with the provisions of article L.133-3 of the Code of Trade. Our company will not be liable in any way for damage or loss during transport operations.
3.3 Any other complaint concerning nonconformity of the delivery with the order shall, in order to be valid, be addressed to our company by tax or registered letter with acknowledgement of receipt within eight days of the aforementioned delivery date. This complaint shall be accompanied by the delivery note. No returns will be made without the prior written consent of our company. In the event of an accepted com- plaint, the liability of our company is strictly limited to the obligation to replace the non-conforming goods to the exclusion of all damages.

Any complaint addressed to our company outside the aforementioned period will be deemed null and void and the delivered goods will be irrefutably deemed to conform to the order.
3.4 If goods ready in our factories are not collected by the customer or the carrier acting on his behalf within 15 days of a fax reminding them of the obligation to collect the goods, the customer shall be solely responsible for any damage to the goods.
3.5 Notwithstanding the acceptance by our company to bear the cost of transport, the cost of delivery by road of the goods to the home or building site indicated by the customer shall nevertheless be borne by the customer when these places are inac- cessible by normally used vehicles (article 4 of the general conditions of application of road haulage tariffs for goods).

4. Payment

4.1 Our invoices are payable in cash, except under special conditions. This deadline shall be understood as the deadline for the actual collection of the payment and not as the deadline for the receipt of the means of payment.
Should the customer request to make an advance payment, we reserve the right, depending on the customer’s financial situation, to set the payment deadline, within the limits of and in compliance with the law on payment deadlines, an overdraft ceiling and to request guarantees. Any new information that modifies our assessment of the risk may justify, at any time, the requirement of a cash payment or new guarantees. No discount will be granted for early payment.
Payments should be sent to PROJISO, Service comptabilité, 41 rue Paul Vaillant Cou- turier 03100 Montlugon.
4.2 Failure to pay on the due date shall render our entire claim immediately payable by forfeiture of the term.
Penalties for late payment, applicable without the need for a reminder, as well as a fixed indemnity for collection costs shall be payable by law on the day following the date of payment shown on the invoice, in the event that the sums due are paid after this date. This rate is equal to the key rate of the European Central Bank in force on the first day of the half-year in question, plus 10 points. The amount of the fixed compen- sation for collection costs is set at 40 euros. Additional compensation may be claimed when the collection costs incurred are higher than the amount of this fixed indemnity on justification.
4.3 In addition, we reserve the right to suspend or cancel pending orders, even if accepted, without prejudice to any other remedy.
4.4 Any delay in delivery or any claim whatsoever and at whatsoever time shall not modify the terms and conditions of payment.

5. Force majeure

Events beyond our control shall be considered as force majeure or fortuitous events, insofar as their occurrence makes the fulfilment of obligations completely impossible. In particular, the following are considered to be cases of force majeure or fortuitous events discharpinp our responsibility: strikes, fire, flooding, war, production stoppages due to fortuitous breakdowns, epidemics, roadblocks, supply shortages not attribu- table to our company. Our company will inform the customer as soon as possible of the occurrence of one of the events listed above and will endeavour to remove the effects as soon as possible. However, if the execution of an order appears to us to be definitively compromised, our company shall be entitled to cancel it purely and simply without being held liable..

6. Tolerance

The supplies are made with the usual tolerances in terms of quality, quantity, dimen- sions, thickness and weight, which is expressly accepted by the customer without the latter being able to invoke a reconsideration of the order or a modification of the prices.

7. Resolutive clause

In the event of non-performance by the customer of any of its obligations, and 8 days after a formal notice by registered letter with acknowledgement of receipt has remained wholly or partly without effect during this period, the sales contract shall be terminated automatically and without formalities. The goods shall then be returned at the first request of our company at the expense, risk and peril of the customer, who is obliged to do so, with no prejudice to any damages due to our company. Any deposit already paid will be forfeited as initial compensation.

8. Miscellaneous

Purchasers may not sell our products, either directly or indirectly, to other manufactu- rers of similar products, or under names other than our registered trademarks, without our approval.

9. Intellectual property rights

All technical and/or commercial documents given to the client remain the exclusive and full property of our company, which is the sole owner of the intellectual property rights on these documents. The latter may only be used in connection with the per- formance of the service requested. The customer shall refrain from any exploitation, except with the express prior consent of our company. All the documents transmitted, as well as any reproductions, will be returned to our company on request and in any case at the end of the service.

10. Jurisdiction

Any dispute will be brought before the courts of Monlu on, which the sellers and buyers acknowledge to be exclusively competent, notwithstanding any stipulation to the contrary, even in the event of a warranty claim.

N.B. We reserve the right to change our terms and conditions without notice.