Any discount control, whatever its mode of transmission, involves the part of the buyer's acceptance of these terms of sale, no different clause will be enforceable us. These can not be modified by contrary stipulations on customer orders or in its general conditions of purchase. In case of non-compliance with these terms and conditions, including with regard to the established sales terms, discounts, rebates, discounts, payment terms that might be granted are canceled as of right.
2. 1. Offers made verbally by our agents or telephonically not constitute legally binding when they are confirmed in writing.
2. 2. We are the sole judges of assets that we accept to take on our customers, and without having to justify our positions nor reveal our sources. We re serve the right to ask the buyer to provide any collateral, security or safety, and good solvent, able to cover its commitments. In case of refusal, or inability, the contract will be automatically terminated by registered letter with acknowledgment of receipt.
2. 3. If the buyer has not expressed any observations by registered letter with acknowledgment us within 8 days of confirmation, it will be deemed to have accepted the content thereof.
2. 4. The studies and recommendations are made voluntarily and data for information only. They do not engage the responsibility of our society. They are not an enforcement element and it is the user's own responsibility to control and ensure that they take into account the general rules for this kind of achievements and special conditions of employment.
2. 5. The information contained in all documents and all extension plans are for guidance only, the company 2C DISTRIBUTION reserves the right to make changes to layout, shape, dimensions and materials in its equipment or facilities.
2. 6. The responsibility for 2C DISTRIBUTION company is specifically limited to the application of laws and regulations in force at the time of conclusion of the contract, which relate to the design, manufacture and sale of equipment.
Our equipment is checked and verified before the departure of factories and subjected to standard tests. If buyers ask that special tests in their presence or if they want the installation and startup are made on their site, the resulting costs are dependent on them.
4. 1. The cancellation or partial or complete modification of the order is admissible only if agreed by the company 2C DISTRIBUTION.
4. 2. 2C DISTRIBUTION company reserves the right to charge the buyer with the supplied materials, labor costs and costs incurred in the preparation or execution of the order canceled or changed.
5. 1. Our prices are ex works or our warehouse, not including packaging, "X E W O R K S" according to de finishing Incoterms 2010.
5. 2. When packaging is required, the resulting costs will be charged. The packaging can not be returned or exchanged.
5. 3. Failing fixing period, the price offer committed 2C DISTRIBUTION company for a period of one month. Staging unless provided in the application, the price offers are made for work performed, delivered and invoiced once.
5. 4. The orders imposing different execution conditions, either because of delivery timing, either because of special speed requirements not provided for in the binding offer of the company 2C DISTRIBUTION, will be the subject to revisions justified by special charges imposed thereby to society 2C DISTRIBUTION.
5. 5. In the event of significant change in economic data, including labor costs, materials or transport, we reserve the right to revise our prices.
5. 6. Any changes or rates or the nature of the fiscal taxes which are subject our sales, are reflected upon their legal date of application, on prices already provided by us to our customers as well as those current orders. These changes can not be in any way a command grounds for termination.
5. 7. For products not usually kept in stock, a deposit in the amount that can equal the value of the goods will be charged to the acceptance of the order. This deposit will be retained by the company 2C DISTRIBUTION after termination of the sale.
6. 1. The billing of goods is done at the time of delivery or at the time of provision of goods held in stock.
6. 2. The buyer may dispose of the goods invoiced, even if it remains on deposit with the Company 2C DISTRIBUTION, this deposit is, however, limited in time by the storage capacity of the company 2C DISTRIBUTION.
6. 3. If there is, by the customer request to have ongoing, it is independent of the following billings.
6. 4. The customer shall in no case automatically deduct a credit on a bill not on items subject have said.
6. 5. Any bill may bear fixed billing charges if the amount justifies.
7. 1. The delivery of supplies and materials as well as transport times communicated not only indicative, and are not likely to cause the application to delay clauses, they are not binding from US.
7. 2. Whatever the mode of transport, and even FOB, the goods always travel at the risk of the recipient.
7. 3. In case of delay, loss, damage or theft, it is the customer to initiate the claim with the carrier, and that, in due time by registered letter with acknowledgment of receipt.
7. 4. The goods delivered by us are to the recipient's home. In case of delivery on site, it must be a first easily accessible, safe and without risk. We accept no liability for any damage caused by one of our vehicles on this site, if this damage is the fact of difficult access or improper ground. Similarly, the direction of the maneuvers required for access and movement of our vehicles inside the recipient facilities is ensured e and supported by the latter.
7. 5. The unloading of vehicles is the client who must allocate sufficient and skilled workforce. A stipulated delivery e "Franco-site" does not change this clause. Unloading should be done in the shortest possible time, the customer is financially responsible for property vehicles and timeouts.
7. 6. We are freed from the obligation of delivery in case of force majeure or unforeseeable events contractually assimilated to force majeure such as mobilization, war, total or partial strike, lock -out, fire, flood , interruption or delay in transportation, lack of raw materials, or any other cause impeding the activity of our company or our suppliers or bringing a total or partial unemployment among ourselves or our suppliers.
8. 1. The goods shall be deemed received and approved starting factories or warehouses, even in case of delivery by us. When they arrived at an address of the addressee or on site, it is the client or his representative to know their status before unloading. There is only one qualified to make reservations with the carrier.
8. 2. No returns will be accepted if it has been a return protocol with prior agreement.
9. 1. Our sales are made in cash and without discount at our home, unless stated otherwise specified in our written confirmation.
9. 2. The terms of settlement are the subject of a special agreement. Where, exceptionally, payment periods have been granted, any partial payment shall be applied first to the unsecured part of receivables. We reserve the right to terminate it at any time without notice in cases where a new element intervene in the assessment of the creditworthiness of the customer.
9. 3. The default of acceptance within the legal deadlines or failure to pay when due a check or bill of exchange which we would be beneficiary or shooter, makes immediately payable all of our even unmatured receivables, automatically and without prior notice. These defects result in the termination of contracts and orders and we release any commitment to defaulting buyers.
9. 4. By express agreement, and unless extended by us, the non-payment of our invoices by the deadline will result, regardless of the mode of regulation provided, a contentious procedure and the application as a Penal Clause , an allowance equal to 1 5% of the amounts due with a minimum of
June 7 €.
9. 5. Consistent with the law N ° 9 2 -1 4 4 2 3 1 2 .1 .9 2 and Article 5 3 of Law No. 2 0 0 1 2 0 -4 of 1 5 .0 5 .0 1, payment default also result in the application of s late penalty at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 7 percentage points, plus invoicing for recovery costs, even in the absence of protest or warning.
10. 1. The transfer of ownership of the goods is suspended full payment.
10. 2. By payment is meant to be the effective delivery of cash or cashing checks or payment of commercial paper. In default of payment, we reserve the resumption of sales.
10. 3. In the event that our company should claim the goods, it would retain the payments received as damages.
10. 4. The purchaser is not entitled to pledge the goods subject to ownership or to transfer the property as collateral.
11. 1. It was agreed, in accordance with Article 1 2 1 paragraph 2 of the Law of 1 June 0 1 9 9 4 that all deliveries made by the company to the buyer 2C DISTRIBUTION, constituting sales legally separate, shall, for the duration of the contractual relationship between the parties, the following clause
"The 2C DISTRIBUTION company retains ownership of goods until full payment. The risks are borne by the buyer. Deposits will be retained to cover potential losses on resale. "
11. 2. In the absence of payment by the buyer of one fraction of the price with the agreed deadlines and 8 days after formal notice has been given, this sale will be terminated automatically if it sees fit to society 2C DISTRIBUTION. In this case, the company 2C DISTRIBUTION will receive the return of the goods sold by mere interim order granted by the President of the Commercial Court of La Rochelle, which the parties attribute jurisdiction. The same decision shall appoint an expert to see the condition of the returned material and to determine the cash value of the recovery.
11. 3. Transfer of risk: the goods will remain the property of 2C DISTRIBUTION until full payment of their price but the buyer will become responsible, however, upon physical delivery, transfer of possession entailing the risk. The purchaser agrees, therefore, to subscribe now, with the company of his choice, an insurance policy covering the risks of loss, theft or destruction of designated goods. Not the payment, delivery of bills or creating an obligation to pay. In case of seizure by third parties on these goods, the buyer must immediately inform the company 2C DISTRIBUTION.
11. 4. Resale or transformation: the goods remain the property of 2C DISTRIBUTION until full payment of their price, it is expressly forbidden to the buyer to dispose for resale. However as tolerance, 2C DISTRIBUTION company authorizes, now the buyer to resell the designated goods (or part of them, and individualized precisely) provided that the buyer fulfills the entire remaining price due, the corresponding sums being, now, pledged in favor of the company 2C DISTRIBUTION.
12. 1. Our new material is guaranteed against defects in material or construction during the first 1000 hours of operation, this warranty does not exceed 24 months. Will be charged out of warranty: labor and travel and transportation expenses to and from the hardware. The warranty does not extend to repairs and replacements resulting from the following: negligence, false maneuvers, overload, abnormal voltage and any replacements or repairs resulting from normal wear and tear, especially the parts deemed normal wear. This benefit will stop automatically in case of foreign intervention in society 2C DISTRIBUTION, it is the same for CE compliance and is applicable in any way to the work performed as processing or repairs.
12. 2. In case of non-compliant or subject to litigation delivery, any claim must be reported to us by registered letter with acknowledgment of receipt within eight days of receipt of goods.
12. 3. Our warranty is limited simply to the replacement of products recognized defective packed carriage paid, excluding all ancillary costs such as installation, removal, immobilization, of all damages and liability or compensation any capacity whatsoever, and on the condition of the return postage and packing the offending parts if this is requested by the company 2C DISTRIBUTION on the delivery.
12. 4. In any case our liability shall be incurred beyond that of our own suppliers or subcontractors.
12. 5. Excluded from any warranty defects that result from assembly or abnormal use or negligence of the buyer. Any use of our non-conforming materials for our requirements completely clears our responsibility.
12. 6. We are not responsible for the errors allegedly committed on manufacturing elements (templates, plans, models, tools, etc ...) provided by the customer or on behalf of it.
12. 7. The size, color, weight of materials subject to variation due to their nature or method of manufacture enjoy the customary tolerances.
12. 8. Claims will not be accepted if the goods were stored in conditions detrimental to their preservation.
12. 9. In no event shall 2C DISTRIBUTION can not be sought in compensation for hidden defects or held liable beyond the value of the goods found defective.
12. 10. The assessment of any indemnity can not refer to the goods which were the subject of a complaint made on time above exception always made hidden defects and in any case not can be unilaterally imposed only after careful examination of the affected lot from society 2C DISTRIBUTION or one of its representatives.
12. 11. any complaint does not relieve the obligation to pay all the goods for which there is no dispute.
12. 12. The responsibility of society 2C DISTRIBUTION is expressly limited to the above warranty, to the exclusion of all accidents to people and things, fires, loss of use and loss for any reason whatsoever.
12. 13. We accept no liability for accidents that could be caused by our equipment at our customer.
Any disputes that may arise in connection with the interpretation or implementation of these agreements will be the responsibility of the Commercial Court of La Rochelle which has exclusive jurisdiction, even in cases of appeal or multiple defendants, and this, notwithstanding anything to the contrary.