1. Application of the General Terms and Conditions
Any order, request for intervention, quotation or agreement given for the Supplier's intervention constitutes unconditional acceptance by the Client of these General Terms and Conditions. Any exemption from the application of the General Terms and Conditions must be accepted in writing by the Supplier in order to be enforceable against it. The General Terms and Conditions may be supplemented or clarified in the Particular Conditions of the Contract or in the quotation. Any reference to other conditions, including General Purchasing Conditions, shall be unenforceable against the Supplier unless explicitly accepted in writing by an authorised representative of the Supplier.
2. Reference documents
Quotations, accepted orders or other documents drawn up by the Supplier or explicitly accepted by it (specifications, technical requirements, etc.) in connection with the supply of products or services by the Supplier form part of the Particular Conditions that supplement these General Terms and Conditions. The General Terms and Conditions and the Particular Conditions constitute the Contract between the Clients and the Supplier. The supply of products or services (hereinafter "Supply") is also governed by INCOTERMS and the Quality Assurance system in accordance with ISO 9001.
3. Selection & use of supplies
As a professional, the Client is solely responsible for the selection of the Supplies, their use and their suitability for the needs and constraints of its business. The Client must, under its own responsibility, provide the Supplier with a precise and complete description, specifications or technical requirements. The offer drawn up by the Supplier on the basis of these documents and accepted by the Client constitutes the reference document for assessing the conformity of the Supply. Any characteristic not explicitly mentioned therein shall not be binding on the Supplier. Where several versions are drawn up, only the last version accepted by the Supplier shall be binding. Where necessary, it is the Client's responsibility to request additional information from the Supplier regarding the characteristics of the Supplies. It is the Client's sole responsibility to ensure that the Supplies are used in accordance with the instructions for use, best practices and professional standards, and applicable regulations, particularly with regard to safety, health, storage, transport and sale.
4. Orders
Minimum order value: €250 excluding VAT. For any order below €500 excluding VAT, a handling fee of €75 excluding VAT will be charged in addition. Orders shall only be binding on the Supplier upon their acceptance by the Supplier. An order may only be modified after acceptance with the Supplier's explicit agreement, which may be conditional upon changes to the price, delivery lead time or other order conditions.
5. Supplier's obligations
The Supplier is required to deliver the Supply in accordance with the terms of the Contract with the Client, including the technical specifications. The Supplier shall under no circumstances be held liable for the use made of the Supplies, their performance or their suitability for the Client's expectations.
6. Client's obligations
The Client is required to comply with the Contract, in particular to pay the Supplier's invoices within the agreed timeframes, to cooperate with the Supplier including by responding promptly to any request for clarification, approval or additional information, and to communicate — even after the order has been placed — any information likely to facilitate or affect the Supply. Delays in communicating the elements requested by the Supplier may result in a corresponding postponement of the delivery date.
7. Interventions at the Client's site
The Client is required to do everything necessary to facilitate the Supplier's interventions at its site, in particular:
- Ensure, at its own expense, free access to the site, the provision of any necessary lifting and handling equipment, the availability of a lockable room for storing materials and tools, as well as changing rooms, showers and sanitary facilities.
- Ensure that its personnel are trained in the appropriate techniques, obtain all permits, licences, authorisations and agreements necessary for the delivery and installation of equipment and the completion of works, and carry out any required notifications or declarations.
- Provide all elements and perform all services not falling within the Supplier's obligations and which are necessary for the Supplier to carry out the Supply, including in particular:
- All necessary civil engineering works and ensuring that the civil engineering is adequate with regard to floor load distribution, availability of fluids and utilities (water, electricity, compressed air, steam, drainage, etc.) at the installation site in accordance with the Supplier's specifications, with isolation valves and, for machine and fluid qualification purposes, sampling points on the supply pipe of each fluid.
- Connecting the isolation valves to the supply connections on standby on the machines. NB: Any intervention on the isolation valves is the Client's responsibility, subject to authorisation from the Supplier's personnel.
- Providing the circulation and storage plan, site facilities and specific internal instructions (quality, safety, environment).
- Providing the supervision and labour required for contractual operations at the Client's charge (urgent decisions, authorisation for access to premises, opening of fluid valves, safety and first emergency assistance, civil engineering, etc.).
The Supplier undertakes to draw up a prevention plan in accordance with labour legislation at the start of the intervention, where necessary.
Any training (hygiene and safety, etc.) requested by the Client in connection with the Supply shall be subject to additional quotations. The Supplier does not carry out any civil engineering works, but may, if provided for in the order, perform drilling and fixing operations on floors, partitions, ceilings and other structural elements of the Client's building, subject to written authorisation from the Client releasing the Supplier from any liability in this regard, both legally and in terms of insurance. NB: No member of the Supplier's staff is authorised to carry out the above-described tasks without this written authorisation. The Supplier reserves the right to partially subcontract the execution of an order without prior notice.
8. Studies & projects
Studies, projects, plans and other documents communicated to the Client remain the property of the Supplier and may only be used by the Client for the purposes of the Supply to which they relate. They may not be communicated, executed or used without the Supplier's authorisation. In order to provide the Client with the benefit of the latest technological advances, the Supplier reserves the right to modify the execution of the Supplies at any time and without notice, provided they remain in conformity with the Contract. Any software programme(s) supplied remain the exclusive property of the Supplier, the Client having only a personal and non-transferable right of use. The Client is authorised to use the software or programme solely for operations specific to the dedicated machine or installation, in accordance with the technical file or any other recommendation and information provided in the documentation. The Client must not copy or reproduce the programme(s) except for backup purposes, and must not dissociate and/or modify them without the Supplier's express agreement.
9. Prices
Prices are quoted in euros, excluding VAT, and excluding transport, delivery and insurance costs. The delivery cost will be specified prior to order confirmation (for online orders) or on the order acknowledgement. The Supplier reserves the right to modify, without notice and at any time, the price of the Products in response to supplier price increases, fluctuations in raw material prices or changes in foreign currency exchange rates.
10. Delivery
The delivery lead time begins from the moment the technical and commercial conditions of the order are met and, in particular, upon receipt of any deposit required under the order. Delivery can only take place if the Client is up to date with its obligations to the Supplier. In cases of force majeure (strikes, natural disasters, fire, etc.), raw material supply issues, or testing and approval delays by external bodies beyond the Supplier's control, delivery may be postponed and no penalties or compensation may be claimed. Available Products are dispatched using the appropriate shipping method chosen by the Supplier.
11. Transport
For any order of consumables or spare parts exceeding €500 excluding VAT, delivery within metropolitan France is provided carriage paid. In all other cases, the delivery method is defined by the INCOTERM specified in the Supplier's quotation. Where packaging is provided, it is recyclable and non-returnable. Products listed under the ADR (international regulations on the transport of dangerous goods) are shipped in compliance with applicable regulations. For express deliveries, shipping, packaging and insurance costs are advanced by the Supplier and recharged to the Client upon invoicing of the order. In the event of damage or loss during transport, the Client's recourse against the Supplier shall be limited to the carriers' minimum conventional liability. The sale of alcoholic products is subject to strict regulations that the Client must comply with. The Regional Customs Directorate oversees the sale of ethyl alcohol. It is therefore the Client's responsibility to comply with this authority and to present the necessary supporting documents in the event of a customs inspection. The Client must ensure that the Products can be delivered to its floor or into its premises. For carriage paid deliveries, the transfer of risk takes place upon delivery to the Client.
12. Delivery delays
Where delay penalties are provided for in the Contract, they shall only be due subject to the following cumulative conditions being met:
- The delivery date specified in the order acknowledgement has been exceeded to the Client's detriment, attributable solely to the Supplier and not to the Client, a third party, or circumstances beyond the Supplier's control (weather events, industrial or armed conflict, epidemic, exceptional circumstances or force majeure).
- The Client has complied with its own obligations, including payment terms.
- The existence of actual loss, established by mutual agreement.
Penalties, if accepted by the Supplier, may not exceed 5% of the excluding-VAT price of the Supplies delivered late. These penalties constitute the Client's sole recourse against the Supplier, who waives any other compensation in the event of a delivery delay. A delivery delay shall under no circumstances justify the late payment of the Supplier's invoices.
13. Acceptance of supplies
Upon receipt of the Supplies, the Client undertakes to:
- Check the condition and quantity of the Supplies by opening the packages if necessary in the presence of the carrier.
- In the event of damage, damaged or missing packages, record reservations on the delivery note.
- Notify and communicate, in accordance with Article L133-3 of the French Commercial Code, its reservations to the carrier by registered letter with acknowledgement of receipt within three days of receiving the Supplies. In parallel with the actions taken with the carrier and in accordance with Article L133-3 of the French Commercial Code, the Client must submit claims for apparent defects to the Supplier within five working days of the date of receipt of the Supplies at the delivery location. This claim must include the references shown on the invoice and the product batch/serial number (if applicable). Failure to comply with these instructions shall result in the Supplies being deemed accepted without reservation by the Client.
14. Returns
No return shall be accepted without the Supplier's prior written agreement, which shall specify the applicable conditions. The Supplies must be returned in their original packaging to the address communicated to the Client. Return costs shall be borne by the Client. Where hazardous materials are being returned, the Client must comply with applicable regulations (ADR, IMDG, IATA, etc.).
15. Warranty
The warranty covers latent or design defects arising from a material or manufacturing fault rendering the Supplies unfit for use. The Supplier warrants that each element of the Supplies is delivered free from any defect in its design, manufacture, installation and after-sales follow-up. Under the warranty, the Supplier is required to repair, replace or refund the Supplies affected by a defect or non-conformity, to the exclusion of any compensation of any kind whatsoever.
For machines:
- The warranty period is 12 months from the date of commissioning (at the latest 60 days from the delivery date).
- If intervention at the Client's site is required at its request, the Supplier undertakes to intervene within 48 hours in metropolitan France, subject to the availability of transport resources near the site.
The warranty shall not apply in the event of failure to comply with the instructions for use of the Supplies, abnormal use, lack of maintenance, modification or intervention by a third party on the Supplies.
The performance warranty is subject to the qualitative and quantitative supply of fluids, energy and other necessary utilities.
16. Retention of title – Transfer of risks
By way of derogation from Article 1583 of the French Civil Code, ownership of the Supplies shall only be transferred to the Client upon full payment of the price. Nevertheless, delivery of the Supplies transfers the risks to the Client, who is therefore solely responsible for the Supplies from the time of delivery. The Client must ensure the identification and preservation in good condition of the Supplies. The Supplies are delivered as entrusted goods and insured as such by the Client, prior to signature of the SAT acceptance report where applicable, and until full payment of the price has been made. In the event of non-payment at the agreed due dates, the Supplier reserves the right to terminate the Contract or repossess the Supplies following an unsuccessful formal notice.
17. Liability
The Supplier's sole obligation is to deliver the Supplies to the Client in accordance with the Contract. The Supplier is bound by an obligation of means, and its liability may only be engaged if it is proven that damage caused to third parties, property or the Client's personnel results from gross and/or wilful misconduct on its part in the execution of the Supply. The Supplier's liability may only be engaged up to the amount of the price received for the Supply to the Client.
18. Non-solicitation
The Client undertakes not to hire or engage in any capacity whatsoever any current or future employee of the Supplier. This clause shall apply regardless of the role of the employee concerned, and even where the solicitation is initiated by said employee. It shall remain in force throughout the entire duration of the Contract and for a period of 12 months following its completion.
19. Payment
The Supplier's invoices are payable by bank transfer upon receipt of invoice and within a maximum of 30 net days, without discount. The Supplier may require immediate payment in the event of a deterioration in the Client's financial situation. For public institutions, payment shall be made by administrative payment order in accordance with the Public Procurement Code. In the context of an export contract, payment terms shall be subject to an irrevocable documentary credit confirmed by a French bank, realisable at said bank's counters in favour of the Supplier for the full amount, payable upon taking charge of the Supplies ex-works (EXW). All charges are at the Client's expense.
20. Late payment
In the event of late payment, interest shall be due at a rate equal to three times the statutory interest rate (amended Article L441-6, paragraph 12 of the French Commercial Code). In accordance with Articles 441-6 and D. 441-5, any late payment shall automatically entail, in addition to late payment penalties, an obligation for the debtor to pay a flat-rate indemnity of €50 for collection costs. An additional indemnity may be claimed, with supporting documents, where the collection costs incurred exceed the amount of the flat-rate indemnity. If the Client does not fully comply with the defined payment terms, the Supplier may, without prejudice to other remedies, suspend the performance of its obligations until the Client has fulfilled its own. For cumulative unauthorised delays, particularly where payment of the outstanding balance is withheld, in the event of impossibility to install at the contractual date due to the Client, the warranty period shall be reduced proportionally.
21. Publicity
Upon receipt of a firm order, the Supplier may refer to the Client as a commercial reference without further notice.
22. Bankruptcy or judicial proceedings
In the event of bankruptcy or judicial liquidation of the Client, the Contract shall be automatically terminated without compensation upon simple notification by the Supplier. The Supplier reserves the right to claim damages in respect of any loss caused to it by the termination of the Contract.
23. Dispute resolution
In the event of a dispute, the Client and the Supplier undertake to seek an amicable resolution with the assistance of their respective legal advisors. In the absence of an amicable resolution within 30 days, the courts within the jurisdiction of the Supplier's registered office shall have sole jurisdiction, even in the event of multiple parties, incidental claims or warranty appeals. The Contract is governed by French law.