General terms of sale applicable as of 01/06/2016
All product orders imply unreserved acceptance by the buyer and his adherence to these general terms of sale, which shall prevail over any other buyer document, including all general terms of sale, unless otherwise expressly agreed beforehand by our company.
1.1 Our sales are made with the pricing and quantity conditions applicable upon order placement, except in circumstances beyond our control, and excluding backorders or deliveries by instalment, in which case our sales are made with the pricing conditions in force on the delivery date.
Our sales are only definitively valid once we have sent an acknowledgement of order receipt. Orders cannot be changed or cancelled less than 48 hours before delivery and, after this time, shall be considered firm and final. Our prices apply to all customers on the same date. These prices may be increased during the year, following prior notice to our customers. All changes shall be effective on the date indicated on the new price.
1.2 Transfer of ownership of our products is suspended until their price is paid in full by the customer, including both the principal and other charges, even when a payment deadline is granted.
Payment is considered to be the actual receipt of the amount by our company. Any contrary clauses, namely those inserted into the general terms of purchase, shall be deemed unwritten.
Our company may exercise its rights under this retention of title clause for any of its claims, on all products in a customer’s possession, without prejudice to its right to request the cancellation of sales in progress.
The customer must ensure that the goods delivered are identifiable in his inventory and kept in strict compliance with the conditions required for these products. He will insure them against any risks, this clause in no way forbidding the risks to be transferred to the buyer upon delivery.
In the event of damage or loss of the goods before ownership is transferred, payments made by the customer’s insurer shall be collected by our company, notwithstanding any other recourse by our company against the customer.
Our company may unilaterally, following the issue of formal notice, take an inventory of its products in the possession of the customer, who hereby agrees to grant free access to his warehouses, storehouses or other premises for this purpose. Goods must be immediately returned to our company, at the customer’s expense and risk, even in cases of force majeure, unforeseeable circumstances or third party actions.
The claiming of our goods does not relieve the customer of his obligation to immediately pay the principal price and other charges. Our company is therefore entitled to continue the execution of the sale, even after having repossessed the goods, unless it prefers to request a termination. In the latter event, any instalments already paid shall remain held by our company without prejudice to any other damages. In the event of seizure, the customer must immediately inform our company.
Generally speaking, the customer shall be required to defend by any legal means against any claims, threats, actions, procedures or any other measure which might jeopardize the seller’s right of ownership which third parties might assert on the goods sold. He shall immediately inform the seller to enable him to safeguard his interests.
2.1 Delivery timeframes are given for indicative purposes only due to carrier availability and order priority. However, the buyer may request cancellation of his order if the goods are not delivered within 60 days of a formal notice which has remained ineffective, it being understood that this formal notice may only be served following the expected delivery date given as an indication and that any delays shall not entitle the customer to cancel the sale, refuse the goods or claim damages.
2.2 The seller is required to guarantee against hidden defects in the goods sold pursuant to Articles 1641 et seq. of the Civil Code.
2.3 The company’s contractual warranty is limited to the replacement by exchange of any parts proven to be defective due to a manufacturing defect noted contradictorily. It shall take effect upon delivery of the goods.
2.4 Any use of our goods for purposes other than those for which they were manufactured completely clears us of liability. This also applies in the event that the goods are modified by third parties or damaged due to unsuitable storage, transportation or handling conditions.
2.5 With the exception of those involving the carrier’s liability, declarations of any kind shall only be deemed valid if they are made within eight days from the provision of the goods by registered letter with acknowledgement of receipt.
3.1 Regardless of the destination of the goods and the conditions of sale (including sales prices with prepaid shipping), delivery is carried out by handing over the goods to the customer or his carrier or to the carrier chosen by our company on behalf and for account of the customer.
3.2 The transfer of risk occurs at the time of delivery. Consequently, goods travel at the risk and peril of the customer, who is responsible, upon receipt, for making note of any reservations, precisely and in full, on the transport document and then confirming these reservations with the carrier by registered letter with acknowledgement of receipt within three days from delivery of the goods in accordance with Article L. 133-3 of the Commercial Code. In no case will our company be held liable for damage or loss related to transport operations.
3.3 Any other claims regarding inconsistency of the delivery with the order must, in order to be valid, be addressed to our company by fax or registered letter with acknowledgement of receipt within eight days following the date of the delivery. This claim must be accompanied by the delivery note. No returns will be made without the prior written consent of our company. In the event that a claim is accepted, our company’s liability is strictly limited to the obligation to replace the non-compliant goods, excluding any damages.
Any claim addressed to our company outside the aforementioned deadline shall be null and void and the delivered goods will be irrefutably presumed to be consistent with the order.
3.4 Goods ready in our factories that are not removed by the customer or the carrier acting on his behalf within 15 days from the sending of a fax reminding him of the obligation to remove the goods, the customer shall be solely responsible for any damage sustained by these goods.
3.5 Notwithstanding our company’s agreement to bear the cost of transportation, the cost of road delivery of the goods to the address or construction site indicated by the customer shall be borne by the customer when this location is inaccessible by the vehicles normally used (Article 4 of the General Conditions for the Application of Road Transport Prices for Goods).
4.1 Our invoices are payable in cash, except where other conditions apply. This deadline is the deadline for the effective collection of the payment, rather than for receipt of the means of payment.
If deferred payment is requested by the customer, we reserve the right, depending on his financial situation, to set a payment deadline, within the limits and in compliance with legislation on payment, an overdraft limit, and to ask for guarantees. The occurrence of a new element modifying 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 are to be addressed to PROJISO, Service comptabilité, 41 rue Paul Vaillant couturier 03100 Montluçon.
4.2 Failure to pay by the due date shall render immediately payable the entire debt by forfeiture of the term. Late penalties, applicable without a reminder being necessary, as well as a lump-sum payment for collection costs shall automatically become due on the day following the payment date indicated on the invoice, in the event that the amount owed is paid after this date. The rate shall be equal to the key rate of the European Central Bank on the first day of the semester in question, plus 10 points. The amount of the lump-sum payment for collection costs is 40 euros. An additional penalty may be claimed when the collection costs incurred are greater than this lump-sum payment with presentation of proof.
4.3 Furthermore, we reserve the right to suspend or cancel outstanding orders, even those that have been accepted, without prejudice to any other recourse.
4.4 Delivery delays or claims of any nature and at any time shall not affect the terms of payment.
Are considered as cases of force majeure or fortuitous events, events outside our control, insofar as their occurrence renders completely impossible the performance of the obligations. Cases of force majeure or fortuitous events that relieve our responsibility include: strikes, fires, floods, war, production stoppages due to accidental breakdowns, epidemics, roadblocks, and supply interruptions not attributable to our company.
Our company shall inform the customer as soon as possible of the occurrence of any of the events listed and shall endeavour to remove its effects as soon as possible. However, if the fulfilment of an order appears to us to be permanently compromised, our company shall be entitled to cancel it without incurring any liability as a result.
The supplies are made with the normal tolerances in terms of quality, quantity, dimensions, thicknesses and weights, which is expressly accepted by the customer without the latter being entitled to claim a reconsideration of the order or a modification of the prices.
In the event of non-execution by the customer of any of his obligations, and 8 calendar days after formal notice by registered letter remained wholly or partially ineffective during this period, the sales contract shall be automatically terminated without notice. The goods must then be returned to our company on first request at the expense and risk of the customer, who accepts this, without prejudice to other damages owed to our company. Any instalments already paid shall remain definitively acquired as first compensation.
Buyers may not, without our approval, sell our products, either directly or indirectly, to other manufacturers of similar products, or under names other than those of our registered trademarks.
All technical and/or commercial documents provided to the customer remain the exclusive and entire property of our company, the sole holder of intellectual property rights to these documents. These documents may only be used in connection with the performance of the requested service. All documents provided, as well as any reproductions, shall be returned to our company upon request and in all events following completion of the service.
Any claims shall be brought before the court of Montluçon, which the sellers and buyers acknowledge to be exclusively competent notwithstanding any contrary provisions, even in the event of a recourse in warranty.
N.B.: We reserve the right to modify these terms of sale without prior notice.