These General Terms and Conditions of Sale are applicable to all supplies and services provided both in France and for export by our company hereinafter referred to as the “Seller”. They may be modified or adapted by special conditions of sale.The sending of the order by the Buyer implies its adherence to these General Terms and Conditions of Sale in their entirety, to the exclusion of any general terms and conditions of purchase of the Buyer and any document issued by the Buyer. The information contained in the commercial documents issued by the Seller may be modified by the Seller at any time and without prior notice to take into account changes in technology or economic conditions.
2.Formation of the sales contract
The Seller is only bound by the commitments expressly stated in its offer and in the order confirmation. If the Seller has set a deadline for acceptance of the offer, he is only bound until the expiry of this deadline: if he has not set a deadline, he may withdraw his offer at any time by notifying the Buyer of his decision. Only after written acceptance by the Seller of the Buyer’s order, in the form of an Order Form, are both parties bound by the contract of sale.
Unless otherwise agreed, the prices are in Euro and are ex works, exclusive of VAT or other taxes, duties and other assimilated contributions in the Buyer’s country. Special packaging is invoiced separately. The prices are based on the economic and monetary conditions on the day of the offer. They may be updated to take account of changes in economic and monetary conditions (e.g. prices of incorporated precious metals). The minimum value per order is set at 200 € excl. tax.
4.1. The deadlines are given as an indication by the Seller and are understood to be from the date of the Sales Order confirmation. Unless otherwise expressly stipulated and accepted by the Seller, delays in delivery may under no circumstances result in the total or partial cancellation of the Buyer’s order(s), nor in any compensation or price reduction.
4.2. Unless otherwise agreed, delivery shall be made ex works in accordance with the ICC Incoterm EXW (2000 edition with customs clearance at the buyer’s expense in the case of FAS and DEQ). Delivery shall therefore be deemed to have been made as soon as the Seller notifies the Buyer that the products have been made available.
Any event of force majeure shall have the effect of suspending the performance of the Seller’s obligations until such event ceases. For the purposes of these General Terms and Conditions of Sale, Force Majeure is defined as any event, foreseeable or otherwise, the effects of which the Seller could not prevent or avert in the exercise of normal management, and which is of such a nature as to hinder the performance of its obligations. Force Majeure events include: fire, flood, interruption or delay in transport, failure of a supplier or subcontractor, strikes in any form whatsoever, machine breakdown.
The risks associated with the products are transferred from the Seller to the Buyer upon delivery as defined in paragraph 4.2. above. It is the Buyer’s responsibility to insure the products from that moment. The products travel at the Buyer’s risk. It is the responsibility of the Buyer to check them on arrival and, if necessary, to exercise any reservations with the transporters. Upon special instructions from the Buyer accepted by the Seller, shipments may be insured by the Seller, who will then invoice the corresponding insurance costs in addition.
7.Conditions of acceptance of deliveries by the buyer
7.1 The characteristics of the Products are those defined by the Seller’s specifications as published in their most recent version, unless different characteristics are expressly agreed between the Seller and the Buyer.
7.2 Any complaints as to the conformity of the supplies of the products shall, in order to be admitted and to enable the application of the provisions of this paragraph and those of paragraph 7.3 below, be made in accordance with the indications given by the Seller in the documents accompanying the supplies and within one week of the delivery date. The Seller will then have a period of one month to inform the Buyer if it requires a contradictory expert opinion from the Buyer. No complaint will be admissible if the products have been modified or damaged by the Buyer, in particular during storage, inspection, assembly, disassembly, etc. …..
7.3 Provided that the validity of the Buyer’s claims is established, or recognised as such by the Seller, the latter undertakes to accept the return, at its own expense and at its own choice, either of the entire incriminated supply, or only of the defective Products, provided, however, that each defective Product is accompanied by the corresponding test report, and that the returns
are made in their original packaging, complete and in good condition.
7.4 No Product may be returned without the prior written consent of the Seller.
7.5 In the event of an accepted return, the Seller may, at its discretion, either replace or repair the Products recognised as defective by it. Under no circumstances may the Buyer use such a return to stop any payment whatsoever that it owes to the Seller, nor to cancel, in whole or in part, any order in progress.
7.6 In the event that the Buyer requires the Seller to provide a certificate of conformity, and this must be provided at the time
the order is placed, the certificate must comply with standard NFL 00-015.
7.7 The provisions of paragraphs 7.2 and 7.5 shall not apply to supplies which have undergone acceptance at the Seller’s factory or which have complied with the rules of the negotiated Quality Assurance System and which are therefore deemed to conform to the Specifications.
8.Terms and conditions of payment
Unless special conditions have been negotiated with the Seller, the supplies are payable at the Seller’s domicile at 30 days net invoice date, according to the conditions specified by the Seller in the offer or in the order confirmation. The delivery of the products ordered, as defined in paragraph 4.2 above, constitutes the event giving rise to the invoicing. In application of law 92-1442 of 31.12.1992:
– any advance payment will give rise to a discount calculated on the basis of 0.5% per month of the amount shown on the invoice.
– Any delay in payment shall automatically give rise to a discount:
– to a late payment penalty calculated by applying 3 times the legal interest rate to the sums due. This penalty is due from the day following the payment date appearing on the invoice (article L441-6 of the Commercial Code).
– a fixed compensation for collection costs of 40 euros in addition to the late payment penalties. This compensation is due from the day following the payment date shown on the invoice (article D441-5 of the French Commercial Code). In the event of non-payment of an invoice, we reserve the right to invoke the exception of non-performance, by suspending deliveries of any product, even if they do not correspond to the outstanding invoice.
9.Retention of title
Until full payment of the price, the Seller shall remain the owner of the Products despite their delivery to the buyer. Failure by the buyer to pay any of the due dates may result in the Seller claiming ownership of the Products delivered, and the Seller may terminate the contract without prejudice to any damages. Nevertheless, and by express agreement, the Buyer shall be liable for any loss of the said Products and shall likewise be liable for any damage that the said Products may suffer or cause for any reason whatsoever.
10.1 Definition of the Warranty :
The Seller warrants that the products supplied have the characteristics as defined in 7.1 above for a period of 12 months from the date of delivery or availability. The Buyer must immediately notify the Seller and allow the Seller to verify the alleged defects himself. The guarantee ceases to apply if :
– The material would have been damaged during its transport or would have been stored by the Buyer in unsuitable conditions.;
– The equipment would have been subjected to excessive stress (mechanical, electrical or thermal) during storage, assembly or use.
– The unsuitability or defectiveness of the material would result from exceeding the limit values for use (temperature range, maximum voltage, etc …) as defined by the Seller, or from an incorrect choice of application.
– The material would have been modified or repaired by the Buyer without the prior written consent of the Seller. Furthermore, the warranty does not cover the direct or indirect consequences that may result from the failure of the equipment supplied by the Seller. In the event of application of the guarantee, the postage and packaging costs are to be borne by the Buyer. The foregoing constitutes the entire warranty by the Seller and is in lieu of any other warranty.
10.2 Exercise of the Guarantee :
The warranty is limited, at the Seller’s option, either to the replacement or repair of the equipment recognised as defective by the Seller, to the exclusion of any other form of compensation.
With the exception of compensation for bodily injury, the Seller’s liability shall, for all causes, be limited to the contractual amount of the supply or service giving rise to the claim. In all circumstances, the Seller shall not be liable to repair any immaterial or indirect damage that the Buyer or a third party may claim against it; consequently, it shall not be liable to compensate for operating, production or profit losses or any other economic or financial loss. The Buyer waives the right of recourse of its insurers against the Seller or the Seller’s insurers, in accordance with the exclusions or limitations mentioned above.
12.Industrial property rights
All technical information, studies, plans, documents or prototypes handed over or sent to the Buyer remain entirely the property of the Seller. These elements may not be reproduced in whole or in part, nor communicated to third parties, without prior written authorisation from the Seller, nor used for purposes other than those for which they were delivered or sent. The technology and know-how, whether patented or not, incorporated in the products and services, as well as all industrial and/or intellectual property rights relating to the products and services, remain the exclusive property of the Seller. Only a right of use is granted to the Buyer, which is non-transferable, non-assignable and strictly limited to the contract concluded between the Seller and the Buyer.
13.Protection of personal data
In the context of this contractual relationship and for the purposes of performing the services and the pre-contractual measures necessary for their implementation, the Seller is required to collect and process personal data relating to the natural person(s) who is/are the contact person(s) of the Buyer (hereinafter the “Concerned Person”), in accordance with Law No. 78-17 of 6 January 1978 as amended and EU Regulation 2016/679 of 27 April 2016. For the full information of the Persons Concerned, the Purchaser undertakes to communicate the provisions of this article to any Person Concerned. The data collected relates to the surname, first names, title, professional contact details (email, telephone) and functions of the Person Concerned. This data is collected within the strict framework of the management of the Seller’s customer file and enables him to have one or more point(s) of contact with the Buyer within the framework of the contractual execution between the Buyer and the Seller. The Seller shall be the sole recipient of this data. As such, the Seller is responsible for processing. The legal basis for such processing is the performance of the contractual relationship between the Buyer and the Seller.
Seller. The Seller will host this data on its own IT infrastructure and will keep this data for five (5) years after the end of the contractual relationship between the parties, this period corresponding to the legal period of limitation. The Seller ‘undertakes to implement all technical and organisational measures in order to preserve the security and confidentiality of the data processed. The Person Concerned has a right of access, rectification, limitation, deletion and opposition to the processing of such data, as well as the right to issue advance directives on the use of his data after his death and the right to the portability of his data, which must be returned to him in a structured and commonly machine-readable format, provided that the exercise of these rights does not prejudice the purpose of the processing. The Person Concerned may exercise these rights by sending his/her request to the Seller, if necessary accompanied by a copy of his/her identity document, to the following address:
– MECALECTRO – 8 Rue Galvani, 91300 Massy, France
The Person Concerned may also lodge a complaint with the CNIL. The electronic contact details of the Concerned Person may also be used for the following purposes
commercial prospecting on behalf of the Seller. The Person Concerned may at any time oppose this canvassing by sending an opposition request to the above-mentioned contact details or via the link provided for this purpose in each message sent to him/her. If the Concerned Person does not object, the electronic contact details of the Concerned Person shall be kept for this purpose for three (3) years from the end of the contractual relationship between the Buyer and the Seller, or from the last explicit request of the Concerned Person.
14.Jurisdiction and applicable law
In the event of a dispute, or in the absence of an amicable settlement, the only competent jurisdiction will be that of the Commercial Court of competent jurisdiction within whose jurisdiction the Seller’s registered office is located, regardless of the terms of sale and the method of payment accepted, even in the event of a warranty claim or plurality of defendants. The applicable law shall be French law.
Massy, February 02, 2021