The validity delay of a proposal is 30 days.
Every additional demand after the issuing of the proposal will be the object of a new offer.
Execution of products or services will start only as from the receipt of the order and the execution of the contract’s review.
Invoices are payable at 30 days end of the month the 10th.

I. GENERALITIES
This general terms of sale are concerning the whole sales and services provided by our company. They are applicable at export and in France, except formal and express exemption from our part. These terms will prevail on every eventual purchase condition of the buyer appearing on every order bill or on every other document.
II. PROPOSALS
The validity delay of proposals is 30 days from their establishment date except particular stipulation.
III. PRICES AND PRICES VARIATIONS
III.1 Prices are agreed for material sold EX-WORKS and in only one delivery, carriage and specific package charges in supplement.
III.2 Prices appearing on tarifs or on every other document only have an indicative value. Our company can change it at every moment.
III.3 Minimum amount of invoice : 100 Euros, excluding tax.
IV. DELIVERY TERMS
IV.1 Delivery terms are given for information only and without guarantee. A delay does not authorize the purchaser to cancel the sale or to refuse products nor does it give the right to reserve penalty or any other compensation.
IV.2 Our company gets free by rights from any responsibility regarding delivery terms :
- if payment conditions are not respected by the buyer.
- if our company does not receive on time information to supply by the buyer.
- In case of absolute necessity or in fortuitous case such as total or partial strikes, flood, fire etc., involving total or partial stop of the manufacturing in our workshops or in those of our suppliers.
Our company will let the buyer know about the above alluded to cases and incidents in timely moment.
V. PACKAGE
Except opposite stipulation, our proposal is agreed package included (except specific package) and cannot be returned to our company. Without special indication concerning this matter, we realise it in the best interest for the purchaser.
VI. CARRIAGE, CUSTOMS, HANDLING, MATERIAL INSURANCE
Every carriage, customs, handling and material insurance operations outside of our workshops are charge of the purchaser at his own risks and perils. He must check the arriving parcels and emit, if it is the case, a recourse against the carrier even if consignment is done free.
VII. TERMS OF PAYMENT
VII.1 Sales and services are payable, except particular conditions, at 30 days end of the month the 10th, by accepted bill of exchange or any other way of payment, to our banking agency.
VII.2 In case of yards staggered on several months, we reserve us the possibility to realise partial invoicing in proportion of the works progression.Every payment delay involves, by rights and without formal demand, an indemnity payment of 1,5 % by month of delay.
VII.3 In case of payment delay, we reserve us the right to suspend or cancel current orders without prejudice of any other recourse.
VIII. PROPERTY RESERVE - RESOLUTIVE CLAUSE
VIII.1 Products sold remain the company’s property until the complete payment of the corresponding invoice(s).
VIII.2 For lack of payment on time, sale will be cancelled by rights without previous formal demand and material sold will have to be given back to the vendor immediately at charge of the purchaser and at his own risks and perils.
IX. INDUSTRIAL AND INTELLECTUAL PROPERTY
No rights transfer stemming from patents, trade mark, definition (drawing, nomenclature, specifications sheet, feasability research…), software, know-how or other industrial or intellectual property titles, from our company cannot be granted to the purchaser. Purchaser forbids himself from applying or making apply for a patent or any other similar title relative to information of the products issued from services, in the name of a third person or party in any country.
X. ORDER MODIFICATION OR CANCELLATION
X.1 If under exectution of order, purchaser brings modifications to the material specifications or characteristics, initially designed schemes, receipt terms, prices and terms are revisable.
X.2 No order cancellation will be accepted :
- for products manufactured on particular demand of the customer.
- for products which cancellation demand would occur less than 4 weeks before the determined date of delivery.
In other cases, a total or partial cancellation will be effective only after written agreement from the company.
XI. CLAIMS AND RETURNS
XI.1 In all cases where no particular specification has been proposed by the purchaser and accepted by the company, the characteristics of sold materials are those appearing on proposals or technical instructions of products sold by our company.
XI.2 Every claim about the quality of the sold materials must be formulated in a 15-days-delay from the delivery date to be admitted and to enable the application of clauses n° 11.3 and n° 11.4 undermentioned.
XI.3 Material return must be done with a previous agreement from our part. Besides, it will be accepted only if the four following conditions are joined together :
- the precise reason of the return must be indicated for each defective presumed material.
- return must be done in a package adapted to the product, in good state, and is the purchaser’s charge.
- material must not be spoiled for any reason (especially during stocking, control, assembling, disassembling processes…).
- our company must not find out any modification brought to the product by the purchaser.
XI.4 In case of accepted return, our company can choose to replace or to repair the defective material.
XII. WARRANTY AND RESPONSIBILITY LIMITATION
Warranty period : see fixed proposal. Warranty starts from the delivery date or the end of works when they have been done by our company and protects from any operating or manufacturing defect provided that product’s installation and utilization are conformable to professional uses and to our specifications. Warranty is limited to a defective admitted repair and, under reserve of the legal arrangements, cannot in any case involve, from part of our company, a responsibility exceeding the price, excluding tax, of the product in question. To put the guarantee’s benefice forward, purchaser must notify us without delay from defects discovered in the material or service sold. Interventions on under guarantee materials will be realised in our premises, except particular utilization conditions.
XIII. EXPORT
XIII.1 In application of the different national and international regulations, purchaser undertakes not to export from France sold goods but in conformity with the aforementioned regulations and after obtaining licences and authorizations which might be necessary.
XIII.2 At all events, vendor refuses all responsibilities and obligations in case of non-respect by the purchaser of the aforementioned regulations or in case of non-obtaining the necessary authorizations.
XIV. TECHNICAL RECIPES
In case of technical recipe demanded by the purchaser, it will take place only under the following conditions :
- invoicing of additional charges,
- Prior drawing up, and in common, of the technical recipe procedure by vendor and buyer, on the base of trials proposed by the vendor should this happen, and exclusively on the base of the product’s technical characteristics or service sold.
XV. APPLICABLE LAW AND JURISDICTION
XV.1 These general terms of sale are ruled exclusively by the French law. The Court, one sole competent appointed below, will rule in French law.
XV.2 The Commercial Court of NANTES will be the one sole competent, whatever the sale’s conditions and payment terms stipulated, for every contesting, enforcement or interpretation difficulty, and that, even in case of appeal in guarantee or plurality of the counsel for the defense. It is expressly agreed that this clause is stipulated for the benefit of the vendor and in his exclusive interest. The vendor will be the only one to be able to give it up.