- Generalities. These general terms and conditions shall apply to the contractual relationship between “the Supplier” and the customer company hereinafter referred to as “the Customer”. They constitute the legal basis of the contracts, unless otherwise agreed in writing by the Supplier.
- Formation of the contract. Unless otherwise agreed, the offer shall be valid for two months. The contract shall only be deemed to have been concluded upon the Supplier’s written acceptance (acknowledgement of receipt) of the order.
- Content of the contract. The contract shall be strictly limited to the supplies and services expressly mentioned by the parties from the data provided by the Customer. The Supplier reserves the right to replace the supplies which are the subject of the contract with supplies of equivalent specification provided that this does not result in an increase in price or a deterioration in quality for the Customer. He reserves the right to subcontract all or part of the studies, supplies and services which are the subject of the contract.
- Documents. The information, photos, weights, prices and drawings appearing in the catalogs, prospectuses and price lists are given for information only and are not contractual. The Supplier reserves the right to make any changes to them.
- Revocation of the contract. The order expresses the Customer’s irrevocable consent; therefore, it cannot be cancelled by the Customer, unless the Supplier has given its express prior consent. In this case, the Customer shall compensate the Supplier for all costs resulting from the cancellation, which shall not be less than 30% of the cancelled amount. The Supplier shall not be obliged to take back any new equipment returned to it.
- Modification of the contract. Any modification of the contract requested by the Customer shall be subject to the Supplier’s express acceptance and shall give rise to an amendment to the contract. In this case, the Customer shall compensate the Supplier for all costs incurred, and for all direct and indirect consequences arising therefrom (in particular costs of requested supplements, restocking, logistics costs, inspections).
- Ownership of studies, plans and documents. The Supplier shall retain full ownership of its studies, plans and documents. Any reproduction requires the prior written consent of the Supplier. If studies, made at the request of the Customer, or documents provided to the latter are not followed by an order for products, the costs incurred shall be invoiced to the Customer and the documents shall be returned. All intellectual property rights, as well as the know-how incorporated in the documents transmitted, the products delivered and the services performed remain the exclusive property of the Supplier. Any transfer of intellectual property rights or know-how shall be subject to a contract with the Supplier.
- Prices. The prices, fixed at the time of acceptance of the order, are exclusive of taxes, customs duties, transport, insurance, “standard” packaging and “ex works”. The Supplier reserves the right, in the event of the occurrence of an event outside its control compromising the balance of the contract, to revise its prices according to the terms and conditions predetermined by the parties (in particular in the event of variation in the price of raw materials, modification of customs duties, modification of the exchange rate, changes in legislation).
- Terms of payment.
9.1 Terms and conditions of payment – The LME law L441-10 of 2008 recommends payment on the 30th day following the date of availability, unless otherwise agreed by both parties.
The terms and conditions of payment are specified in the offer. The contractually agreed payment dates cannot be unilaterally challenged by the Customer under any pretext whatsoever, including in the event of litigation. Advance payments shall be made without discount unless otherwise agreed.
9.2 Late payment – In accordance with the law n° 2001-420 of May 15, 2001 and the European directive 2000/35 EC of June 29, 2000, any late payment will give rise to the application of a late payment interest equal to the most recent refinancing rate of the European Central Bank increased by seven points. Any delay in payment of a due date, or deterioration of the Customer’s financial situation noted by a financial institution, shall result in the forfeiture of the contractual term, with all sums due becoming immediately payable. The fact that the Supplier avails itself of one and/or the other of these provisions does not deprive it of the right to implement the retention of title clause stipulated in Article 14. In the event of late payment, the Supplier shall have a right of retention on the manufactured products and related supplies.
9.3 Practice of automatic debits – The Customer shall refrain from any unlawful practice of automatic debit or credit, and in general, from charging the Supplier for any amount not expressly recognized by the Supplier as its responsibility.
- Delivery time. The period for making the equipment available, before acceptance, shall begin when the following conditions are met
- receipt of all information necessary for the proper execution of the contract
2° Receipt of any down payments due on the order.
Unless otherwise stipulated, delivery times are given as an indication. A delay in delivery cannot lead to the cancellation, even partial, of the contract.
- Technical acceptance, tests, inspections, certificates. The customer is obliged to carry out a thorough inspection of the product upon receipt. If no reservation is made within 4 days, the product will be deemed to be in conformity with the contract. All operations of receipts, controls, tests and certificates requested by the Customer are at his expense. These additional operations shall be carried out in the factory or on the site according to the Supplier’s choice. If the Customer, having been notified of the date of these operations, does not attend, a report shall be sent to him and the acceptance shall be deemed to have taken place.
- Packaging, delivery, transport, insurance, customs. The agreed terms of delivery shall be interpreted in accordance with the INCOTERMS valid at the time of conclusion of the contract. If no special delivery terms have been agreed, delivery shall be “ex works”. In the absence of a special request from the customer, the need for packaging shall be at the discretion of the supplier. Packaging is always due from the customer and is not taken back by the supplier. From the time of delivery, the Customer shall be liable for any damage that the products may suffer or cause.
- Installation, commissioning. Unless otherwise agreed, installation and commissioning shall be carried out by the Customer under its sole responsibility and in accordance with the rules of the trade.
- Retention of title. The Supplier shall retain full ownership of the goods covered by the contract until full payment of the price in principal and accessories has been made. Failure to pay on any of the due dates may result in the reclamation of the goods.
- Warranty. Unless otherwise stipulated, and without prejudice to the provisions of the legal warranty, the supplier offers a 12-month warranty as of the date the products are made available on the supplier’s premises. It covers only the repair of materials recognized as defective, returned to the Supplier’s workshops.
The warranty does not apply to :
– to elements which, by the nature of their materials or their function, undergo wear and tear,
– in case of deterioration or accidents which would come from
– installation or use that does not comply with the rules of the trade,
– failure to comply with the installation, use and maintenance instructions,
– defects in supervision, storage or maintenance,
modification or intervention by the Customer on the original product.
It does not apply in the event of non-payment by the Customer, and the Customer may not invoke it to suspend or defer payments.
- Liability. The Supplier’s civil liability, for all causes except personal injury and gross negligence, is limited to the amount of the sums received under the contract. The Supplier expressly excludes any other liability for indirect material and/or direct and indirect immaterial damage, and compensation for any financial loss resulting in particular from loss of profit, deprivation of a right, interruption of a service rendered by a person or property, insofar as such limitations or exclusions are compatible with the legal provisions in force, which are of a mandatory nature.
SCCM ALP limits its liability to the operation of the products and services it provides and only, and excludes its liability for the overall operation of any package into which its products and services may be integrated.
- Force majeure. None of the parties to this contract may be held liable for its delay or failure to perform any of its obligations under the contract if such delay or failure is the direct or indirect effect of a case of force majeure understood in a broader sense than French jurisprudence such as occurrence of a natural disaster, earthquake, storm, fire, flood, conflicts, war, attacks, labor dispute, total or partial strike, imperative injunction of the public authorities (import ban, embargo), operating accidents, transport accidents, machinery breakdown, explosion, serious deficiencies of suppliers, pandemic. Each party shall inform the other party, without delay, of the occurrence of a case of force majeure of which it is aware and which, in its opinion, is likely to affect the performance of the contract.
- Resolutive Clause. If payment is not made within 8 days of the date of dispatch of a formal notice by registered letter, the Supplier may terminate the contract. The Supplier may also obtain compensation for the entire damage suffered. If, as a result of events of force majeure, such as those described in Article 17, the performance of the contract becomes impossible within a reasonable period of time, either party shall have the right to withdraw from the contract, by simple written notification, without having to request termination by a court. Termination of the contract for any reason whatsoever shall not affect any claims already accrued between the parties.
- Disputes. In the event of any dispute relating to a supply or its payment, and regardless of the conditions of sale and the method of payment accepted, even in the event of a warranty claim or multiple defendants, and unless an amicable agreement is reached, the commercial court in the jurisdiction of the Supplier’s head office shall have sole jurisdiction to settle the dispute. Only French law is applicable.