TERMS AND CONDITIONS OF SALES
01. General Information :
Any order implies that the purchaser agrees to present Sales General Terms and Conditions. Offers are valid for 15 days, unless otherwise specified. Orders are only valid once they have been confirmed by the seller’s acknowledgment of receipt. The benefits of the order are personal to the purchaser and cannot be assigned without the seller’s agreement. Orders confirmed by acknowledgment of receipt are irrevocable on the part of the purchaser.
02. Price :
Unless otherwise specified, prices are quoted net of taxes. They do not include transportation, customs fees, and potential insurance costs which are the responsibility of the purchaser. The prices mentioned in the offer as well as in the order may vary upwards or downwards in case of a substantial variation in the price of the components and/or the exchange rate at the time of invoicing. Any renewal of the rates requires our acceptance on an order confirmation. In the event of any changes to the order, such as modifications of specification or quantity, this will automatically result in a revision of the proposed price when these modifications have an impact on the price.
03. Delivery :
The goods are transported at the purchaser’s own risk. The purchaser must check the shipments upon arrival and, if necessary, take action against the carriers. The risks transfer on the products sold by our company takes place upon delivery of the products to the carrier or when leaving our warehouses. The seller is entitled to make partial deliveries with proper invoicing. In this case, each partial delivery must be considered as a separate contract, and the purchaser cannot use the expectation of the remaining ordered materials as a reason to defer payment. Delivery leadtimes are given for information purposes only.
Delays in shipment due to any cause or incident, failure of our suppliers, or case of force majeure, cannot give rise to any penalty or cancellation of the order. Unless special agreement, we reserve the right to deliver and invoice a percentage more or less, up to 5%, depending on technical production difficulties and size of the series.
04. Payment terms :
Goods and services are payable within 30 days net from invoice date, without discount for early payment, unless special agreement. In case of payment delay of amounts due by the purchaser beyond the above-mentioned deadline or following payment terms set on the invoice, a late payment penalty based on the rate of the European Central Bank for its most recent refinancing operation, increased by ten points, will be automatically due to the Seller without any formal or prior notice. The applicable ECB rate during the first semester of the concerned year will be the rate of the ECB in force on January 1st of that year and for the second semester, the one in force on July 1st. These penalties are calculated on the total amount including taxes.
In addition, a 40€ indemnity for cost recovery will be due automatically and without prior notice by the purchaser in case of late payment (Law 2012-387 of March 22, 2012), without preventing any additional compensation due to actual expenses incurred. Defective products cannot justify any delay of invoices payment for the parts recognized as good. In case of non-compliance with a payment deadline, we reserve the right to suspend supply of current orders. Moreover, 8 days after a reminder by registered letter remained without effect, the entire amount due becomes payable.
05. Warranty :
In the case of parts manufactured according to a model or drawing provided by the purchaser, the purchaser undertakes to compensate us for any damage caused to a third party for infringement of their rights. The purchaser is required to check the apparent condition of the products upon delivery. In the absence of reservations expressly made by the purchaser at the time of delivery, the products delivered by the seller will be deemed to conform in quantity and quality to the order. Unless otherwise provided, our contractual guarantee is for thirty days from the avai lability of the products and covers any material or manufacturing defect. The legal guarantee of conformity is limited to the first six months following the availability of the product and must be invoked within twenty days from the discovery of the defect. The guarantee, whether legal or contractual, cannot in any case exceed the amount of the invoiced price and cannot go beyond the repair or replacement of the delivered product recognized as defective, returned free of charge to our workshops. This is valid for normal use of the product and does not apply to damages or destruction caused, in particular, by assembly errors, mechanical accidents, lack of maintenance, defective use, overload, or overvoltage.
The purchaser expressly waives any claim for liability or loss caused directly or indirectly by the seller. The dimensions, colors, and wei ghts of certain materials subject to inherent variations in their nature or manufacture benefit from standard tolerances. No returns should be made without our prior agreement. In the event that the purchaser alters or has altered by a third party parts claimed to be defective, no invoice or expense note will be accepted without prior agreement from the seller.The customer must ensure that their premises and storage conditions are suitable for the proper preservation of the product and meet the safety guarantees required by current regulations. No guarantee is provided in this regard by the seller. In any case and under no circumstances is the seller liable for direct or indirect damages, foreseeable or not, resulting from any failure of the product sold. Therefore, no comp ensation can be claimed from the seller.
06. Repairs :
The repair leadtimes are purely indicative and do not bind the seller who will endeavor to meet them as much as possible. Payments related to repairs are made net and without discount at our company; they are payable upon receipt of the invoice. The warranty is that applied by the repairer. In the absence of a response to the repair estimate, the purchaser will be required to take back, at their own expense, the product they have entrusted to us within a period of two months from the receipt of a registered letter of formal notice. After this period, the purchaser authorizes us to dispose of the entrusted product and waives any claim for compensation against us in connection with the destruction of said product. The product will be destroyed or recycled after a period of twelve months from the sending of the registered letter of formal notice.
07. Product Quality :
In the event that supplies are approved by the purchaser based on a technical file, documents from our subcontractor are produced solely under their responsibility towards the purchaser.
08. Transfer of ownership :
The transfer of ownership of the product is suspended until full payment of the price by the purchaser, including principal and interest, even in case of payment leadtime, in accordance with the Law of May 12, 1980 and articles L 624-9 et seq. of the French Commercial Code. Any deposit paid by the purchaser will remain with the seller as a fixed indemnity, without prejudice to any other action. Any contrary cla use is deemed null and void.
09. Retention of property :
The seller reserves the ownership of the goods sold until full payment of the price, including principal and interest. In the event of safeguard, receivership, or liquidation proceedings of the purchaser, the ownership of the goods delivered and remaining unpaid may be claimed back by the seller. As the goods remain the property of the seller until full payment of their price, the purchaser is prohibited from disposing of them for resale or transformation before such payment. These provisions do not affect the transfer of risks to the purchaser upon delivery of the goods sold.
10. Export :
In case of export outside the EU of the delivered products, especially to Iran, Sudan, Myanmar, Syria or Cuba, as well as any country subject to restrictions by the European and/or USA authorities, the purchaser certifies to be up to date with its declarative obligations and any necessary licenses and authorizations, both towards European and USA authorities, and irrevocably guarantees the seller against any recourse in this regard. The purchaser shall provide the necessary authorizations, if any, upon written request from the seller. In addition, the purchaser certifies that no bank, intermediary, or financial institution that is subject to restrictions by the European and/or USA authorities will directly or indirectly be involved in its financial relationships with the seller.
11. Contestations :
In case of conflict between clauses, the JB Controls clauses set in the French version will prevail. In case of dispute relating to the interpretation or performance of their agreements, the parties agree to submit exclusively to the Commercial Court of Nanterre, France.