General conditions of sale
Applicable as of 1 July 2017
General
Our sales are subject to these general conditions, which prevail over any conditions of purchase. Any contrary condition laid down by the buyer shall therefore, in the absence of written and express acceptance, be unenforceable against the seller, whatever the moment at which it may have been brought to their attention.
1 — Formation of the sale contract
The customer's order constitutes the particular conditions. The associated general conditions of purchase do not form part of the contract, unless expressly accepted by the seller. An acknowledgement of receipt of the order, including the acceptance and the conditions proposed by the seller, is sent and then becomes the contract. Unless refused in writing by the customer within 48 hours, it is this acceptance which shall in that case constitute the particular conditions.
The seller shall not be liable for the destination and/or the specific conditions of use of the goods where such information has not been specifically notified to it in writing in the order.
2 — Delivery, transport and returns
Delivery times are given for guidance only and without any guarantee on the part of the seller. They are complied with as far as possible. Delays may under no circumstances justify cancellation of the order, nor payment of any compensation by the seller. Cases of force majeure release the seller from its obligation to deliver (in particular: war, riot, fire, strikes, accidents, inability to obtain supplies).
Delivery takes place at the buyer's home or registered office or at any other place expressly indicated by the buyer. Our shipments are ex-works.
The goods are shipped by us, at the buyer's expense and risk; it is the buyer's responsibility to make any necessary reservations to the carrier upon delivery and to notify the seller thereof within 3 working days following delivery, by registered letter with acknowledgement of receipt. Failing this, the products shall be deemed compliant with the order in terms of quantity and quality.
The arrangements for any product return must be the subject of a formal agreement between the seller and the purchaser. Any product returned without such an agreement shall be held at the purchaser's disposal and shall not give rise to the issue of a credit note. The costs and risks of the return are always borne by the purchaser.
3 — Retention of title
Pursuant to articles 2367 et seq. of the Civil Code, the seller retains ownership of the goods sold until effective payment of the whole of the principal price and accessories. Failure to pay the price or any of its instalments may result in a claim for the return of the goods.
These provisions do not prevent the transfer to the buyer, as from shipment, of the risks of loss of and damage to the goods sold, as well as of any damage they may cause. In the event of failure to pay the price or any of its instalments, the seller reserves the right to reclaim the goods sold at any time, without having to refund any sum that may have been paid by way of deposit, such sum remaining the seller's property by way of compensation.
4 — Confidentiality
Studies, plans, drawings and all documents in particular handed over or sent by the seller remain our property. They may not be the subject of any communication to third parties by the buyer for any reason whatsoever. Our contracts do not transfer any intellectual property right. We retain all of the intellectual and industrial property rights contained in the contract.
5 — Price, payment terms, penalties, discount
Prices are quoted exclusive of tax.
Their firm nature and their amount are stipulated in the particular conditions of sale. Unless otherwise stipulated, the payment terms are "payment before delivery".
In the event of payment in instalments, if any one of the instalments is not paid on its due date, the others shall become immediately payable, even if they have given rise to bills of exchange.
In the event of late payment, the seller may suspend all orders in progress.
Pursuant to law, any sum not paid on the due date shall give rise, as of right and without prior notice, to the penalty imposed by article L. 441-6 of the Commercial Code. The rate of these penalties is equal to the interest rate applied by the ECB to its most recent refinancing operation, increased by 10 percentage points. Any late payment entails the automatic obligation to pay a minimum fixed indemnity of €40 for recovery costs, without prejudice to any additional compensation.
No discount is granted for early payments, except where the contractual payment conditions apply.
6 — Quality and guarantee
In-house selection of check valves, combined stop/check valves or hand regulating valves: this accessory service is an aid to product selection. Despite all the attention devoted to the information delivered and/or the calculations carried out, errors may subsist. The seller cannot be held liable for them.
All purchasers acknowledge that they are aware of the conditions of assembly and operation of the equipment and its accessories. It is their responsibility to determine all necessary precautions for the correct operation of the equipment, so as to prevent any incident of whatsoever nature for which our company cannot accept any share of liability, even for suggestions, advice or projects which we may have submitted for the installation and use, such information being provided for information purposes only. It is the responsibility of both the installer and the user to operate their installation appropriately against any risk of loss of product and of operation, by any necessary measure such as a maintenance contract, personalised insurance, etc. It is their responsibility to be aware of and to inform the seller of any anomalies which have led to deterioration of the product.
No guarantee may apply to apparent defects of which the purchaser was aware at the time of receipt of the goods, where receipt was made without reservation.
The products benefit from a contractual guarantee against any material or manufacturing defect for a period of 1 year from the date of delivery. No guarantee is due for the direct and indirect damage resulting therefrom, including the costs of removal and reinstallation. Interventions under the guarantee shall not have the effect of extending its duration. Under this guarantee, the seller undertakes, on a limited basis, to replace free of charge or repair the element recognised as defective by its departments. Any product intended to benefit from the guarantee must first be submitted to the seller's quality department, whose agreement is essential for any replacement. Any shipping costs are borne by the buyer. No legal guarantee shall be due beyond the contractual guarantee period.
The guarantee does not apply to elements which, by the nature of their materials or function, undergo wear, nor in the event of deterioration or accidents resulting from: an installation or use not in accordance with professional standards, failure to comply with the installation, use and maintenance instructions, shortcomings in storage or maintenance supervision, or a modification or intervention by the customer on the original product.
It does not apply in the event of non-payment by the buyer, who may not rely on it to suspend or defer payments.
The seller's civil liability, all causes combined, with the exception of personal injury and gross negligence, is limited to the amount of the sums received under the contract.
The seller expressly excludes any other liability for indirect material damage and/or direct and indirect non-material damage, and compensation for financial loss arising in particular from loss of profit, deprivation of a right, interruption of a service provided by a person or property, insofar as such limitations or exclusions are compatible with the mandatory legal provisions in force.
7 — Jurisdiction and applicable law
Only the courts of Chambéry shall have jurisdiction in the event of a dispute of any kind.
This clause applies even in the event of a summary procedure, an incidental claim or a plurality of defendants, and whatever the method and arrangements of payment.
By mutual agreement of the parties, all contractual relations shall be governed by French law.