The prices and information given in the catalogs, brochures and price lists are only indicative and the seller reserves the right to make any changes to the layout, form, dimensions or materials of his equipment, machines and machine parts, the engravings and descriptions of which appear on his printed matter as advertising. The supply includes exactly and only material also the adherence to these conditions. The sales contract, even in the case of a quotation or a preliminary offer, is only valid if the seller expressly accepts the buyer's order. The weights given in the quotation or contract are only indicative: they cannot, under any circumstances, be the cause of claims or price reductions when the equipment is sold at a fixed price. For additional supplies, prices and new deadlines are specially discussed between the manufacturer and the customer. In no case, the conditions for additional supplies may not prejudice those of the main order.
2. STUDIES AND PROJECTS
The projects, studies and documents of any kind delivered or sent by the seller, always remain his entire property. They must be returned to him on his request. These are provided free of charge, if they are followed by the order of which they are the subject: otherwise, the seller is due to reimburse its study and travel expenses. The seller retains full intellectual property rights to its projects, studies and documents, which may not be communicated or executed without its written authorization.
3. DELIVERY AND PRICE
Unless otherwise stipulated, delivery shall be deemed to have been made to the seller's factories or warehouses. Prices are exclusive of taxes for material in the seller's factory or warehouse. Delivery shall be made either by direct handover to the customer, or by simple notice of availability, or by delivery at the seller's works or warehouses to a shipper or carrier designated by the customer or, in the absence of such designation, chosen by the seller. The principle of delivery in the factories or warehouses of the seller shall not be derogated from by indications such as: delivery free at the station, on the platform, at home or reimbursement of total or partial transport costs. If shipment is delayed for any reason beyond Seller's control, and Seller agrees, the material shall be stored and handled, if necessary, at Buyer's expense and risk, and Seller shall have no further liability therefor. These provisions do not alter the obligations to pay for the supply and do not constitute a novation. Delivery periods shall run from the later of the date of the order acknowledgement or the date on which the information, deposit or supplies that Buyer has undertaken to deliver are received by Seller. Delays cannot, under any circumstances, justify the cancellation of the order. In the event of delay in delivery in relation to the contractual deadlines: if special agreements stipulate penalties, these may not, under any circumstances, exceed 5% of the value in the workshop or in the warehouse of the material whose delivery is late. In the absence of special agreements, a penalty of 0.5% may be applied for each full week of delay, starting at the end of the third week, with a maximum accumulation of 5% of the workshop or warehouse value of the material whose delivery is late. A penalty can only be applied if the delay is due to the seller and if it has caused a real and contradictory damage. It may not be applied if the buyer has not notified the seller in writing, at the time of the order, and confirmed, at the time scheduled for delivery, his intention to apply this penalty. The seller is automatically released from any commitment relating to delivery times if the payment conditions have not been observed by the buyer or in the event of a case of force majeure or events such as: lock-out, strike, epidemic, war, requisition, fire, flood, tooling accidents, rejection of important parts during manufacture, interruption or delay in transport or any other cause leading to total or partial unemployment for the seller and his suppliers. Seller shall keep Buyer informed in a timely manner of any such cases or events. Payments for supplies shall not be deferred or modified by reason of penalties.
Packaging shall always be the responsibility of the customer and shall not be taken back by the seller, unless otherwise agreed. In the absence of any special indication in this respect, the packaging shall be prepared by the seller acting in the best interests of the customer.
5. TERMS OF PAYMENT
The contract determines the terms of payment. Failing this, the following terms shall apply as reference terms: 40% when ordering, 50% during execution and at the latest when the goods are made available, 10% when the goods are made available to the purchaser, even if they are not collected. In the absence of an agreement between the parties, repair and maintenance work, as well as additional supplies or supplies delivered during assembly, are invoiced monthly and payable in cash, net and without discount. The invoice shall mention the date on which payment must be made: payments shall be made at the seller's domicile. In application of the law 92-1442 of December 31, 1992, any delay in payment in relation to the contractual dates will automatically give rise to a late payment penalty calculated by application to the remaining sums due of an interest rate equal to one and a half times the legal interest rate, without this penalty affecting the payability of the debt. The agreed payment dates may not be delayed under any pretext whatsoever, including in the event of litigation. In the event of sale, transfer, pledge or contribution to a company of a business or its equipment by the buyer, as well as in the event that one of the payments or the acceptance of one of the bills of exchange is not made on the date, the sums due become immediately payable, regardless of the conditions previously agreed upon.
6. RETENTION OF TITLE
The seller retains ownership of the goods sold until the effective payment of the full price in principal and accessories. Failure to pay any of the due dates may result in the reclamation of these goods, in accordance with the terms of law n°80-335 of May 12, 1980. The buyer nevertheless assumes, as of the delivery, in the sense of the 3rd paragraph above, the risks of loss or deterioration of these goods as well as the responsibility for the damage they could cause.
7. TRANSPORT, CUSTOMS, INSURANCE, ETC.
All transport, insurance, customs, handling and delivery operations are at the expense and risk of the buyer, who is responsible for verifying shipments upon arrival and exercising, if necessary, his rights of recourse against the carriers, even if the shipment was made carriage paid. In case of shipment by the seller, the shipment is made carriage forward, at the most reduced rates, except if the buyer expressly requests it and, in any case, under his entire responsibility.
8.1 Defects giving rise to a warranty
The Seller undertakes to remedy any operating defect arising from a defect in design, materials or workmanship (including assembly if this operation is entrusted to him) within the limits of the provisions below. The Seller's obligation shall not apply in the case of defects arising from materials supplied by the Buyer or from a design imposed by the Buyer. Any guarantee is also excluded for incidents due to fortuitous events or force majeure as well as for replacements or repairs resulting from normal wear and tear of the equipment, deterioration or accidents resulting from negligence, lack of supervision or maintenance and faulty use of this equipment.
8.2 Duration and starting point of the warranty
This commitment, unless otherwise stipulated, only applies to defects that have manifested themselves during a period of twelve months (warranty period). In any case, if the equipment is used in several shifts, this period is necessarily reduced by half. The warranty period shall begin on the day of delivery in the sense of 3, above, 3rd paragraph. If shipment is delayed, the warranty period shall be extended by the duration of the delay. However, if the delay is due to a cause beyond the control of the seller, the extension may not exceed 3 months. Replacement parts or remanufactured parts are warranted under the same terms and conditions as the original equipment and for a new period equal to that defined in the paragraphs relating to the duration of the warranty. This provision does not apply to other parts of the equipment, whose warranty period is extended only by a period equal to that during which the equipment was immobilized.
8.3 Obligations of the purchaser
In order to be able to invoke the benefit of these provisions, the purchaser must notify the vendor, without delay and in writing, of the defects that he/she attributes to the equipment and provide all justifications as to the reality of these defects; he/she must give the vendor every facility to proceed with the ascertainment of these defects and to remedy them; he/she must also refrain, except with the express agreement of the vendor, from carrying out the repair by a third party.
8.4 Methods of exercising the warranty
It is the responsibility of the seller thus notified to remedy the defect at his own expense and with all due diligence, the seller reserving the right to modify, if necessary, the devices of the equipment in order to meet his obligations. The work resulting from the warranty obligation shall in principle be carried out in the Seller's workshops after the Buyer has returned the defective equipment or parts to the Seller for repair or replacement. Nevertheless, in the event that, due to the nature of the equipment, the repair must take place on the installation site, the seller shall bear the labor costs corresponding to this repair, excluding the time spent on preliminary work or disassembly and reassembly operations made necessary by the conditions of use or installation of this equipment and concerning elements not included in the supply in question. The cost of transporting the defective equipment or parts, as well as the cost of returning the repaired or replaced equipment or parts, shall be borne by the purchaser, as well as, in the event of repair at the installation site, the travel and accommodation expenses of the seller's agents. Parts replaced free of charge shall be returned to the Seller and become the property of the Seller.
8.5 Damages - Interest
The liability of the Seller is strictly limited to the obligations thus defined.
8.6 Warranty for industrial results
When guarantees are given regarding industrial or economic results, the consequences of this commitment are subject to a special agreement between the parties. If these results are not achieved, and in the absence of specified penalties, these may not exceed a total sum equal to a maximum of 5% of the pre-tax workshop or warehouse value of the equipment or part of the equipment in question.
9. SPECIAL CONTRACTS
Unless expressly agreed otherwise, repair operations do not give rise to any guarantee other than that of proper execution of the said repairs.
In the absence of an amicable agreement, it is expressly agreed that any dispute relating to the contract shall be under the exclusive jurisdiction of the court in the jurisdiction of the seller's domicile, even in the event of a warranty claim or multiple defendants.