GENERAL TERMS AND CONDITIONS OF SALE
1) Purpose of the present General Terms and Conditions of Sale: In accordance with Article 441-1 of the French Commercial Code, and unless expressly waived in writing by COMPOSITES V.E.C. SARL (hereinafter ʺthe Supplierʺ), these GTCs govern all sales made between professionals by the Supplier and its customer (hereinafter ʺthe Buyerʺ), even in the absence of a specific contract. They constitute the sole basis of the commercial negotiation and shall prevail without exception over any other document sent by the Buyer to the Supplier prior to or subsequent to the ARC (Acknowledgement of Receipt of Order). Any order sent to the Supplier implies their irrevocable acceptance.
2) Quotations, Orders and Contract Content: Price quotations are in Euros and ʺexcluding taxʺ (HT) packed materials. For any order requiring special transport, insurance or packaging, the Supplier will communicate the amount of these services in its commercial offers. The prices and information given in the catalogue or other documents communicated by the Supplier are given as an indication. Only the ARC is binding on the Supplier.
For all orders under 90 € excluding VAT and excluding shipping costs, an administrative fee of 28 € will be charged per order. All orders must be in writing and shall only be definitive after the Supplier has expressly accepted, without reservation, an ARC setting out the conditions of the sale (nature, characteristics, quantity, price, payment and delivery conditions, etc.). The ARC is final and deemed accepted by the Buyer, without reservation, unless the Buyer makes an observation within 48 hours. Any suspension of the contract requested within this period by the Buyer is subject to the Supplier’s express acceptance formalised by a written agreement. As the ARC is a contract between the parties, the Buyer may not modify or cancel its order. Any additional order during manufacture or after delivery, even for products identical to the initial order, shall be the subject of a new ARC under the same conditions indicated above.
3) Return of equipment: Equipment may only be returned with the prior written agreement of the Supplier stipulating the conditions thereof. All special equipment designed for the Supplier can’t be returned. The standard equipment must be returned in perfect condition, carriage paid.
4) Technical information – Catalogue – Drawings – Exchange of information : The dimensions, illustrations, plans, weight or capacity indications or, more generally, all descriptions appearing on the Supplier’s documents are provided for information purposes only and shall not have any contractual value. The Supplier may modify the characteristics of the goods as long as these modifications do not alter their purpose or functionality. All plans, sketches and documents drawn up by the Supplier remain its property and may not be communicated to third parties. The Buyer is responsible for the use of the equipment under normal conditions of use and in accordance with safety and environmental legislation. Any delay on the part of the Buyer in communicating the information necessary for the manufacture of the products will delay the delivery or manufacturing deadlines accordingly. The products manufactured by the Supplier shall comply with the technical standards appearing or mentioned in the documents communicated to the
Buyer and shall be enforceable against it, in particular with regard to quality standards or manufacturing conditions, tolerances, qualitative and quantitative controls, etc.
5) Delivery times – Force majeure – Control on receipt: The times are given as an indication. They are to be understood as from the date of transmission of the ARC and may be called into question in the event of the occurrence of circumstances beyond the Supplier’s control.
The Supplier shall not be held liable for any failure to perform the contract if such failure is the direct or indirect result of force majeure. Events beyond the control of the parties, which they could not reasonably be expected to foresee, and which they could not reasonably avoid or overcome, shall be deemed to be force majeure or fortuitous events, insofar as their occurrence renders the performance of the obligations completely impossible.
The following in particular shall be deemed to be force majeure or fortuitous events that relieve the supplier of its obligation to deliver within the time limits initially set strikes by all or part of the Supplier’s staff or its usual carriers, fire, flooding, war, production stoppages due to fortuitous breakdowns, the impossibility of being supplied with raw materials, epidemics, thawing barriers, roadblocks, EDF-GDF strike or disruption of supply, or disruption of supply for a reason not attributable to the Supplier, as well as any other cause of disruption of supply that is not attributable to other suppliers.
In such circumstances, the Supplier shall notify the Buyer in writing within 24 hours of the date of occurrence of the events, the contract binding the Supplier and the Buyer being then suspended ipso jure without compensation, as of the date of occurrence of the event.
If the event lasts for more than 60 days from the date of its occurrence, the sales contract may be terminated by the more diligent party, without either party being entitled to claim damages.
This cancellation will take effect on the date of first presentation of the registered letter with acknowledgement of receipt denouncing the said sales contract. Any delay shall not give rise to any deduction or compensation. Acceptance is deemed to have been pronounced when the carrier makes the products available. As the Buyer is a professional, he/she must check the equipment on receipt. If the Buyer fails to notify the Supplier of his observations within 5 days, the equipment shall be deemed to comply with the order. The Buyer must carry out an initial visual inspection of the equipment on unloading and, under penalty of inadmissibility of any claim, note on the delivery note any anomaly likely to concern the condition, conformity or quality of the order. The carrier is solely responsible for any damage or shortage, even in the case of “free” shipments. Any delay in delivery attributable to the Buyer may result in the invoicing of any storage or other costs.
6) Ownership reservation clause – Transfer of risks: Ownership of the equipment is only transferred after full and final payment of the price, interest and accessories. The right of resale applies to the equipment as well as to its price if it has already been resold. However, the Buyer shall
become responsible for the equipment as soon as it is physically handed over, the transfer of possession entailing the transfer of risks. The Buyer undertakes to take out an insurance policy covering the risks of loss, theft or destruction of the equipment. Furthermore, the Buyer undertakes to inform the supplier without delay in the event of the opening of collective proceedings or any other measure by a third party likely to prejudice the rights of the Supplier. It shall also refrain from granting any security interest in the equipment not yet paid for.
7) Terms of payment and late payment penalties: Unless otherwise stipulated, the payment period agreed between the parties is 45 days from the date of issue of the invoice. No discount is granted for early payment. In accordance with Article L441-10 of the French Commercial Code, late payment penalties for non-payment are due by operation of law from the first day following the date of payment shown on the invoice. In the event of total or partial non-payment of the goods delivered, the Buyer shall pay the Supplier a penalty equal to three times the legal interest rate in force. In addition, the Buyer shall owe, by operation of law and without prior notice, a fixed compensation of 40 euros for collection costs. The Supplier may also, upon presentation of proof, request additional compensation from the Buyer if the collection costs actually incurred exceed this amount.
8) Contractual guarantee: Unless otherwise stipulated, the equipment is guaranteed for 24 months from the date of its commissioning and 36 months from the date of its delivery. This guarantee covers any defect resulting from a material or manufacturing fault. This guarantee is limited to the replacement or repair of only those parts recognised as defective by the Supplier, to the exclusion of any other prejudice or compensation. This guarantee shall only apply if the Supplier has been able to ascertain the defect complained of and if it has been notified to the Supplier in writing within 15 days of the time when the Buyer became aware of it or should have become aware of it. The Supplier shall not be held liable for any direct or indirect, material or intangible damage and in particular for any loss of profit of the Buyer as a result of a late delivery, a defect, a fault or non-conformity or any other fault for which it may be held responsible. The benefit of the guarantee is subject to the Buyer’s compliance with its contractual obligations.
9) Jurisdiction – Applicable law: Any dispute relating to the execution or interpretation of the present General Terms and Conditions of Sale is subject to the territorial jurisdiction of the courts of COMPOSITES VEC SARL’s head office, notwithstanding the plurality of defendants or the call for guarantee. The sales contract is exclusively subject to French law. In the event of a conflict of interpretation between the provisions of the present conditions and a translation which would have been made in another language, the French version shall prevail.