Sales conditions

                    GENERAL SALES CONDITIONS 

TERMINOLOGY

• Seller : Means the natural person, private or government entity, or a combination of the above, whose bid to perform the contract has been accepted by the buyer and is named as such in the contract.
• Buyer : Means the entity purchasing the goods and related service
• Goods : Means all the commodities, equipment and/or other materials that the Seller is required to supply to the Buyer under the Contract.
• Services :Means all the services that the Seller is required to provide to the Buyer under the Contract.
• Contract :Means the contract agreement entered into between the Buyer and the Seller for the supply of the goods and/or services, together with the contract documents referred to therein, including all attachments, appendices, and all documents incorporated by reference therein.
• Delivery: Means delivery date or dates specified in the contract.
• Incoterm: The meaning of any trade term and the rights and obligations of parties there under shall be as prescribed by Incoterms.

The terms FCA, FOB, CIF and other similar terms, when used, shall be governed by the rules prescribed in the current edition of Incoterms specified in the contract and published by the International Chamber of Commerce in Paris, FRANCE.

They have the meaning ascribed to them by the Publication valid at the date of the signature of the contract.

Acceptance tests : tests to be performed before the delivery of the Goods.

PREAMBLE

These General Conditions shall apply if not contradictory to other special conditions of the contract.

 

1. CONTRACT EFFECTIVENESS

The effectiveness of the Contract is conditioned by :

1. receipt of the agreed down payment, if any,
2. receipt of the contractually compliant documentary credit, if any,
3. obtaining of coverage export credit insurance, if any,
4. obtaining of any requisite approval of competent government authorities, if any. If all the aforementioned conditions are not fulfilled within forty-five (45) days as from the date of execution of the Contract, this latter shall be deemed null and void

2.PRICES

 

Prices are based and calculated from information and documents supplied by the buyer.

Prices are net, stated in Euro or in the currency of the contract and for the quantity and designation defined.

Prices are based on latest Incoterm from International Chamber of Commerce of Paris in force.

Prices are calculated for packed goods in compliance with the seller’s standards.

(i) In case the cost of the raw material increases significantly, the prices specified in the contract may be increased accordingly upon prior notice to BUYER and provided that the invoice(s) corresponding to the affected goods have not been issued by SELLER as of the date of such increase.

(ii) In case of currency fluctuation, the seller reserves the right to revise the prices accordingly

(iii) If after the date of 30 days prior to date of offer, any law, regulation, ordinance, order or bylaw having the force in law is enacted, promulgated, abrogated or changed in the place of buyer’s country that subsequently affects the delivery date, the contract price and or the completion of the contract, then such delivery date and or contract price shall be correspondingly increased or decreased, performance revised

(iiii) If the buyer makes changes within the general scope and conditions of the contract as, quantity, designs, specifications, method of shipment and packing, place of delivery, but not limited. If any such change causes an increase or decrease in the cost of, or in the time required, or in the seller’s performance, the contract shall be accordingly amended.

No amendment or other variation of the contract shall be valid unless it is in writing, is dated, expressly refer to the contract and is signed by a duly authorized representative of each party thereto.

3. PAYMENT

The payment shall be made by advance payment at time of order and balance payment shall be made at advise of readiness (before shipment) by wire transfer or by irrevocable and confirmed letter of credit payable at sight and issued and confirmed by a 1^st class bank. All bank charges will be to the account of the buyer.

In any case payment shall be made as per the terms and conditions agreed by the parties. The currency in which payments shall be made to the Seller shall be this in which the offer and contract price are expressed

Payment shall be timely. In addition to any other rights, SELLER may charge interest on all overdue payments at the interest rate applied by the European Central Bank, Germany and in force at the time of due date payment.

Payments shall be made with no deductions, withholdings, set-off or other charges of any kind whatsoever, regardless of any disputes, litigation and/or discussions between SELLER and BUYER.

4. DELIVERY TIME

The delivery date given in the offer is an estimate and does not commit the Seller. The Seller will endeavor to meet the buyer’s demand and meets this date when possible.

Unless otherwise agreed, such times are guidelines only and are not compulsory; overrunning thereof may entail neither cancellation of the order nor indemnification.

Unless otherwise agreed, the delivery period shall run from the date of effectiveness of the contract.

If at any time during performance of the contract, the seller should encounter conditions impeding timely delivery of the goods and or related services, the seller may notify the buyer in writing and request an extension or time for performance of its delivery and completion obligations.

5. TESTS AND ACCEPTANCE

If the Contract provides for tests on site, the terms and conditions governing such tests shall be agreed between the parties prior to signature of the contract.

Acceptance tests may be carried out, unless otherwise agreed, at the Seller's works and during normal working hours in accordance with the Seller’s practice and standards obtaining in the appropriate branch of the industry in the country where the Goods are manufactured.

The Seller shall give to the Buyer sufficient notice of the tests to permit the Buyer's representatives to attend. If the Buyer is not represented at the tests, the test report shall be communicated by the Seller to the Buyer and shall be accepted as accurate by the Buyer.

Unless otherwise agreed, the Seller shall bear all the expenses of tests carried out in his works except the expenses of the Buyer's representatives and /or third authority.

6. DELIVERY – TRANSFER OF RISKS

The time at which the risk shall pass shall be fixed in accordance with the\-International Rules for the Interpretation of Trade Terms (Incoterms) of the International Chamber of Commerce of Paris in force at the date of the effectiveness of the Contract.

Where no indication is given in the Contract of the form of sale, the Goods shall be deemed to be sold "ex works ".

In the case of a sale "ex works", the Seller must give notice in writing to the Buyer of the date on which the Buyer must take delivery of the Goods. The notice of the Seller must be given in sufficient time to allow the Buyer to take such measures as are normally necessary for the purpose of taking delivery.

7. TRANSFER OF TITLE

Transfer of title will be effective to the buyer after complete payment of the contract price according to the agreed Incoterm; the seller having the right, in case of payment default to claim for the goods.

8. RETURN

Any request for return of Goods shall be sent to the seller immediately after the delivery to the buyer.

No return of goods shall be accepted by the seller without its prior written consent.

The seller reserves its right to decline the return, return of Goods specially ordered and manufactured shall not be accepted.

If no cause by the seller’s mistake or any faulty manufacturing, a credit note will be issued with the depreciation agreed at the time of consent.

9. STORAGE OF MATERIAL

Should there occur any delays in release for shipment due to reason beyond the control of the seller and if the seller has given notice to the buyer that the goods is ready for delivery, packed and marked, then the material will be stored by the seller for a period of 1 month maximum.

In case the material shall be stored for a time exceeding 1 month, storage costs shall be borne by the buyer. Any insurance for the time exceeding 1 month will be within the responsibility of the buyer.

10. WARRANTY

Unless otherwise stipulated, the orders are executed in accordance with the seller’s standards, if any, subject to the customary tolerances, in fair average quality and without regard for any special use which the buyer will make thereof. The Goods are warranted against latent defects of materials and manufacture and other latent defects for 12 months from the date on which they are placed in service or at the latest 24 months after the date of delivery only if goods are stored as per the seller’s  prescriptions  for non Ex Works delivery, the date of delivery will be the date of shipment from the port/airport or place of loading in the country of origin, whichever period concludes earlier.

.During such warranty period, every claim must be asserted by return-registered mail within one month of discovery of the defects and no action may be brought more than two months after the date of the claim. The seller is liable in any event only for replacement at the lowest freight rate, of the Goods acknowledged to be defective, and for no other indemnification.

The warranty of the replaced Goods will be as stated originally in the contract. The warranty of the overall contract remains unchanged.

Defects resulting from storage, installation or use of the Goods by the customer under abnormal conditions or not in accordance with customary practice are excluded from the warranty. The seller accepts no return of Goods not authorized in advance by it.

11. FORCE MAJEURE

Seller and Buyer shall be released of their obligations in the event of a case of Force Majeure.

Events constituting Force Majeure involve any event or situation of enforceable, insurmountable nature and beyond reasonable control and of such nature as to temporary or permanently, wholly or partly, render the performance of their obligations impossible.

Particularly are considered as such cases the following but not limited to war, riots, sabotage, strikes, fire, flood, epidemic, accident, government action, change in law or applicable regulation, default of subcontractors and other enforceable circumstances.

The party wishing to claim Force Majeure by reason of any of the said circumstances shall notify the other party in writing without delay on the intervention and on the cessation thereof

It is the duty of the Buyer and Seller to mitigate the cost occurred by the said circumstances.

Buyer and Seller shall be entitled to implement fair and reasonable solutions to perform the contract obligations. In default of agreement it shall be determined through arbitration.

12. LIMITATION OF DAMAGES

Where either party is liable in damages to the other, the compensation shall not exceed the damage which actually occurred.

The party who sets up a breach of the Contract shall be under a duty to take all necessary measures to mitigate the loss which has occurred provided that he can do so without unreasonable inconvenience or cost. Should he fail to do so, the party guilty of the breach may claim a reduction in the damages.

13. LIABILITIES/PENALTIES/INSURANCE

1) In no events and under no circumstances, whether as a result of breach of contract, in tort (including without limitation negligence, strict liability, Goods liability, or otherwise), under any warranty or otherwise shall seller, its subcontractors, and their respective insurers, be liable to any person or entity (including BUYER) for damage caused by reasons such as removal or reinstallation of the goods or costs of disassembly or reassembly of goods or equipment in connection therewith, or for facilities and equipment rearrangement’s costs or for loss of use of goods, equipment or facilities, loss of business, loss of profits, loss by reason of business interruption, loss of expected earnings, loss of goodwill, or for costs of inspection or storage, or for damage to brand image, general and administrative burden charges arising from termination of the contract, or for any indirect, special, incidental or consequential, damages of any nature whatsoever, as well as for any claims of Buyer's customer(s) which arise out of or result from such loss or damage.

2) The total cumulative amount, for which SELLER, its subcontractors, and their respective insurers, shall be liable (including warranties), shall not exceed the amount, excluding taxes, received by SELLER pursuant to the Contract.

3) BUYER agrees to defend, indemnify or hold harmless SELLER, its subcontractors, and their respective insurers, for any amount above the limit set forth in Section 2 and/or for damages in set forth in Section 1.

4) Sections 1, 2 and 3 here above shall not apply in case of bodily injury or in case of substantiated willful misconduct or gross negligence exclusively attributable to SELLER.

5) In case penalties are specified in the Contract, such penalties shall be construed as liquidated damages and shall be exclusive of and in lieu of all other actions or claims resulting from non-achievement of the Contract’s requirements.

6) BUYER shall not introduce any claim at any time more than 24 months from the delivery date of Goods.

SELLER shall hold harmless and indemnify BUYER from and against all costs and damages settled or awarded in any suit or proceeding so defended, but such indemnity shall not cover

(i) any use of the Goods otherwise than for the purpose indicated by or deviated from the directions for its use or

(ii) any infringement which is due to the use of the Goods in association or combination with any other material, equipment, device or item not supplied by SELLER. SELLER shall not be responsible for any settlement or award of such suit or proceeding made without its prior written consent

14. APPLICABLE LAW

Unless otherwise agreed, the Contract shall be governed by the law of the Seller's country.

15. CONTRACT TERMINATION

Termination at Seller and Buyer request

Seller and Buyer can upon mutual agreement terminate the contract.

If the Contract is terminated, the division of the expenses incurred in respect of the Contract shall be determined by agreement between the parties.

In default of agreement it shall be determined through arbitration.

In case Buyer fails to pay any sum due to Seller under the Contract at any time, Seller shall be entitled to suspend the Contract's performance, or extend the time limit for the Contract’s performance, until full payment of any overdue invoice(s) by Buyer. For new deliveries, Buyer will get Goods cash on delivery.

Seller shall be entitled to terminate the Contract de jure by giving advance written notice thereof to Buyer with immediate effect in case Buyer is in material breach of any of its obligations such as delay in payment. In such case, Buyer shall pay all Goods delivered and/or in progress at the date of termination, in addition to any other remedies or rights available at law; the goods and services that are completed and ready for shipment shall be accepted by the buyer at the contract terms and prices. For materials being in process of production and all expenses incurred will be paid against proof.

Seller shall have the right to suspend all deliveries or to terminate the Contract de jure by giving written advance notice if: (i) Buyer becomes insolvent or, (ii) Seller is of the opinion that BUYER will not be in a position to fulfil its obligations under the Contract. Such suspension or termination shall be without prejudice to any other rights or remedies available at law. In any case, BUYER shall: (i) do its best efforts to preserve the physical integrity of all Goods which have been delivered by Seller and not fully paid for, and (ii) affix indelible stamps on said Goods showing Seller’s property, and (iii) upon Seller’s first request, immediately return said Goods to Seller and/or give Seller full assistance in order for said Goods to be promptly sent back to Seller.

16. ARBITRATION

Any dispute arising between the parties under or in connection with the Contract which cannot be settled amicably shall be finally settled in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce of the seller’s country.

The Arbitration shall take place in the seller’s country.

17. CONFIDENTIALITY - INTELLECTUAL PROPERTY

SELLER has a proprietary interest in all of the drawings, designs, specifications, documents, information or know-how which may be furnished pursuant to the Contract and in any know-how, improvement, discovery or invention which may be made, developed or conceived in the performance of the Contract or which may arise or result therefrom. BUYER shall maintain and shall require its employees, agents, suppliers and contractors to maintain all said proprietary information in confidence and shall not use, copy, reproduce, release, disclose or publish, in any manner or allow access to or possession of said proprietary information to any third party without the prior written consent of SELLER. Said proprietary information shall remain the property of SELLER and shall be deemed to have been loaned to BUYER only for the purpose specified in the Contract.

18. PATENT INFRINGEMENT

SELLER shall, at its own expense, defend any suit or proceeding brought against BUYER based on an allegation that any Goods or any part thereof furnished hereunder, constitutes an infringement of any patent registered in the country of SELLER and/or in BUYER's country, provided that SELLER is notified promptly in writing and given authority, information and assistance for the defense of said suit or proceeding.

19. REMOVAL AND PROCESSING OF THE WEEE

In accordance with article 18 of decree 2005-829 relating to the composition of the electric and electronic components and to the waste disposal resulting from these equipments, the organization and financing of the removal and processing of the waste of EEE object of the present sale contract are transferred to the Purchaser who accepts them. The Purchaser ensures himself of the pick-up of the equipment object of the sale, of its treatment and recycling, in accordance with the aforesaid decrees. The obligations referred to above must be transmitted by the successive professional purchasers to the end-user of the EEE. The non-respect by the Purchaser of the obligations for which he has thus taken the responsibility may involve the application of penal sanctions as per the article 25 of decree 2005-829 towards himself

20. COMPLIANCE WITH LAWS & STANDARDS - ETHICS

SELLER adhere to the highest standard of ethics and to all applicable laws and regulations regarding fair competition and anti-corruption and expects its trading partners to do so.

21. MINIMUM ORDER

When ordering the buyer accepts the seller’s conditions. To ensure quality and service,

1. the net minimum order value is 1000 Eur  EX WORKS

Under this amount, extra administrative fees of 60 Eur will be invoiced

2. for orders > 2 000 Eur, the incoterm is Free French Forwarder.
3. If documents are required by express courier, we can send using the buyer’s account details.

 Additional packing, fumigation, transport and administrative fees may be charged separately

22. MISCELLANEOUS

Any waiver of any of the terms hereunder by SELLER shall not be deemed to be a waiver of any subsequent breach or default of any of the terms herein.

Any technical advises, recommendations or services rendered by SELLER are based on data believed to be reliable according to SELLER’ s best knowledge, and are intended for use by skilled and professional persons at their own risks. SELLER assumes no liability whatsoever for events resulting or damages or losses incurred from the use of said advises, recommendations or services. Such advises, recommendations or services are not intended to suggest nor shall they be interpreted as instructions to operate under any process. All descriptions, specifications, drawings and illustration contained in SELLER's catalogues and any other advertisement matters are indicative only, and none of these shall be deemed binding on SELLER

The invalidity in whole or in part of any provision of the Contract shall not affect the validity of any other provision