General Terms and Conditions of Sale
1. APPLICATION OF GENERAL TERMS AND CONDITIONS OF SALE - ENFORCEABILITY OF GENERAL TERMS AND CONDITIONS OF SALE
These general terms and conditions of sale (GTC) constitute the foundation of commercial negotiation and are systematically sent or delivered to each purchaser to enable them to place an order.
Consequently, unless otherwise agreed, placing an order implies the purchaser's full and unreserved acceptance of these general terms and conditions of sale, to the exclusion of all other documents such as brochures, catalogs issued by the seller, which have only indicative value.
Any contrary condition raised by the purchaser shall therefore, in the absence of express acceptance, be unenforceable against the seller, regardless of when it may have been brought to their attention.
The fact that the seller does not rely at any given time on any of these general terms and conditions of sale cannot be interpreted as waiving the right to subsequently rely on any of said conditions.
2. ORDERS
The contract is only binding subject to express acceptance of the order by the supplier. Acceptance of the order is made by any written means.
Any order expressly accepted by the supplier, closed or open, shall be deemed to entail the customer's acceptance of the supplier's offer.
Unless otherwise agreed, confirmation of the order entails for the purchaser acceptance of the seller's conditions of sale, acknowledgment of having full knowledge thereof, and waiver of relying on their own purchase conditions.
2.1 Closed Orders
A closed order specifies in a firm manner the subject matter, quantities, prices and deadlines.
2.2 Open Orders
Without prejudice to the conditions defined by Article 1174 of the Civil Code, the open order must meet the conditions mentioned below.
Unless otherwise agreed, it is deemed granted for an indefinite period and may be terminated by the supplier with six months' notice.
It defines the characteristics and price of the product.
The conditions of the open order, particularly price and deadlines, are agreed based on the supplier's offer based on cadence forecasts.
If the corrections made by the customer to the forecast estimates of the overall open order schedule communicated at the conclusion of the initial contract deviate by more than 20% above or below the amount of said estimates, the supplier shall assess the consequences of these variations. In this case, the parties must consult to find a solution to the consequences of this gap, which may modify the balance of the contract to the detriment of the supplier.
2.3 Order Modification and Cancellation
Any order modification or cancellation requested by the customer can only be taken into consideration if it has been received with the express and prior agreement of the supplier. If the seller does not accept the modification or cancellation, the customer shall indemnify the supplier for all costs incurred (including specific equipment, study costs, labor and procurement expenses, stocks and work in progress, tooling) and for all direct and indirect consequences arising therefrom.
3. PREPARATORY AND ANCILLARY WORK TO THE ORDER
All plans, studies, descriptions, technical documents or quotes submitted to the other party are communicated as part of a loan for use whose purpose is the evaluation and discussion of the supplier's commercial offer. They will not be used by the other party for other purposes nor communicated to a third party without the supplier's prior agreement. The supplier retains full material and intellectual property rights over the loaned documents. These documents must be returned to the supplier upon first request.
Samples or prototypes provided to the customer are covered by strict confidentiality and cannot be communicated to a third party without the supplier's express authorization.
4. PACKAGING AND DEPOSIT
Except for those sold, packaging is deposited with customers.
The deposit value is payable at the same time as the products and under the same conditions. Its reimbursement is made by credit note and is only due after receipt by the seller of the returned packaging. Empty packaging must be returned in good condition and freight prepaid to the SEAC factory in Saint-Étienne (42). Packaging bearing the seller's mark may only be used for its products and may under no circumstances be used for products other than its own. Any infringement of this rule would expose its perpetrator to criminal prosecution and payment of damages.
Non-deposited packaging is not taken back by the supplier. The customer undertakes to dispose of packaging at their own expense in accordance with local environmental legislation.
5. PRICES
Products are supplied at the price in force at the time of order delivery expressed in Euros and taking into account the VAT applicable on the order date; any change in the rate may be passed on to the price of products or services. The material portion sold in the final product may be revised by the supplier based on market variations.
Unless otherwise agreed, prices are net, EXW Ex Packaging, excluding taxes based on the tariffs communicated to the purchaser.
Any tax, duty, or other service payable under French regulations or those of an importing country or transit country shall be borne by the purchaser.
6. DELIVERY
6.1 Terms
Delivery is carried out in accordance with the order either by direct delivery of the product to the purchaser, or by simple notice of availability, or by delivery to a shipper or carrier at the seller's premises.
6.2 Deadlines
Deliveries are only made based on availability and in order of arrival of orders. The seller is authorized to proceed with deliveries in bulk or partially. Delivery times are indicated as accurately as possible but depend on the seller's supply and transport capabilities.
Exceeding delivery deadlines cannot give rise to damages, withholding or cancellation of current orders.
The following are considered force majeure events relieving the seller of its delivery obligation: war, riot, fire, strikes, accidents, impossibility for itself to be supplied.
The seller will keep the purchaser informed in due time of the cases and events listed above.
In any event, delivery within the deadlines can only occur if the purchaser is up to date with its obligations to the seller, whatever the cause.
6.3 Risks
Products are deliverable freight prepaid; in all cases, they travel at the risks and perils of the recipient, who is responsible in case of damage or shortage to make all necessary findings and confirm their reservations by extrajudicial act or by registered letter with acknowledgment of receipt to the carrier within three days following receipt of the goods.
7. RECEIPT
Without prejudice to measures to be taken with respect to the carrier, complaints about apparent defects or non-conformity of the delivered product with the ordered product or shipping slip must be made in writing within eight days of the arrival of the products.
The purchaser must provide all justification regarding the reality of the defects or anomalies noted. They must leave the seller every facility to ascertain these defects and remedy them. They shall refrain from intervening themselves or having a third party intervene for this purpose. For products sold packaged, the departure weights and measurements are proof of the quantities delivered.
8. RETURNS
8.1 Terms
Any product return must be the subject of a formal agreement between the seller and the purchaser. Any product returned without this agreement would be held at the purchaser's disposal and would not give rise to the issuance of a credit note. The costs and risks of return are always borne by the purchaser.
Returned goods are accompanied by a return slip to be attached to the package and must be in the state in which the supplier delivered them.
8.2 Consequences
In case of apparent defects or non-conformity of delivered products, duly noted by the seller under the conditions provided above, the purchaser may obtain free replacement or reimbursement of products at the seller's choice, to the exclusion of any compensation or damages.
9. WARRANTIES
The supplier's responsibility is limited to the execution of parts conforming to specifications and/or plans and/or specifications and/or descriptions provided by the customer. It does not extend in any way to the design of parts. Any advice on the form and characteristics thereof is given for information purposes only. The customer retains full responsibility for the industrial result.
In general, the warranty is excluded for incidents arising from fortuitous events or force majeure.
10. RETENTION OF TITLE
The supplier retains full ownership of the goods subject to the contract until full payment of the invoiced price. Nevertheless, from delivery, the customer assumes responsibility for damages that these goods could suffer or cause for any reason whatsoever. Until full payment, the goods may not be resold, transformed or incorporated without the supplier's prior agreement.
In case of non-compliance by the purchaser with any payment deadline or in case of any violation of the retention of title, the supplier may require without losing any of its other rights, by registered letter with acknowledgment of receipt, the return of the goods at the purchaser's expense until the latter has fulfilled all of its commitments.
To enable the exercise of the right of claim for the benefit of the supplier, the purchaser undertakes upon first request to authorize the inventory of parts in its possession, without the need for any procedure of any kind whatsoever.
In addition, the supplier may terminate the contract by operation of law by registered letter with acknowledgment of receipt. Without prejudice to any other damages, the purchaser, in addition to its obligation to return the goods, shall owe a termination indemnity, set at 20% of the pre-tax amount of the unexecuted contract, valued on the termination date.
11. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
All intellectual property rights, as well as know-how incorporated in transmitted documents, delivered products and services rendered remain the exclusive property of the supplier.
Any transfer of intellectual property rights or know-how must be the subject of a contract with the supplier.
In all cases, the supplier reserves the right to dispose of its know-how and the results of its own research and development work.
11.1 Confidentiality Clause
The customer undertakes to a general obligation of confidentiality concerning all oral or written information, whatever it may be and whatever the medium, exchanged in the context of the preparation and execution of the contract, except for information that is generally known to the public or that will become so otherwise than through the fault or act of the customer.
Consequently, the customer undertakes to:
11.2 Warranty Clause in Case of Infringement
The customer warrants that at the time of conclusion of the contract, the content of the plans and specifications and their implementation conditions do not use intellectual property rights or know-how held by a third party. They warrant that they can dispose of them freely without contravening a contractual or legal obligation.
The customer warrants the supplier against the direct or indirect consequences of any liability action resulting in particular from an infringement action or unfair competition action.
12. INVOICING AND PAYMENT
An invoice is issued in Euros for each delivery.
Payments will be made under the following conditions: forty-five days end of month.
In case of late payment, the seller may suspend all current orders, without prejudice to any other course of action.
Any sum not paid at the due date appearing on the invoice automatically entails from the day following the payment date shown on said invoice the application of penalties in an amount equal to three times the legal interest rate from the day following the payment date shown on the invoice.
In case of default of payment, forty-eight hours after an unsuccessful formal notice, the sale will be terminated by operation of law if the seller deems fit, who may request, by summary proceedings, the return of the products, without prejudice to any other damages. The termination will affect not only the order in question but also all previous unpaid orders, whether delivered or being delivered and whether their payment is due or not.
In case of payment by negotiable instrument, failure to return the instrument will be considered a refusal of acceptance equivalent to a default of payment. Similarly, when payment is scheduled, non-payment of a single installment will result in the immediate enforceability of the entire debt, without formal notice.
In all the above cases, sums that would be due for other deliveries, or for any other cause, will become immediately payable if the seller does not opt for termination of the corresponding orders.
13. JURISDICTION - DISPUTE
In case of disagreement relating to the interpretation or execution of their agreements, the parties shall seek, before any litigation, an amicable agreement and shall communicate to this effect all necessary information.
In the absence of an amicable settlement of the dispute within a maximum period of six months, only the courts of Saint-Étienne (42) shall have jurisdiction in case of any dispute or contestation relating to the formation or execution of an order, unless the seller prefers to refer the matter to any other competent court.
This clause applies even in case of summary proceedings, incidental claim or plurality of defendants or third-party claim, and regardless of the method and terms of payment, without the jurisdiction clauses that may exist on purchasers' documents being able to prevent the application of this clause.