General terms and Conditions of Sale - Lebronze alloys
Article 1. Purpose and scope of applicationAny order implies the acceptance without reservation by the Customer and its full adherence to these General Terms and Conditions of Sale (GCS) which prevail over any other document of the Customer, and in particular over all other General Terms and Conditions of Purchase (GCP), unless the Seller has expressly agreed otherwise. These GCS apply to the sales of all products and services by the Seller, unless a prior agreement in writing has been reached between the parties. The fact of not invoking at a given time any of the clauses set forth below cannot subsequently amount to a waiver of these same clauses.
Article 2. Orders
- Placing of order
Should the Customer place an order without having paid for the previous orders already delivered, the Seller may refuse to honour the order without the Customer being able to claim any compensation, for whatever reason.
- Minimum Quantity
Any dispensation from this minimum quantity, at the request of the Customer, shall lead to the acceptance by it of a flat-rate price, according to the scale provided by the Seller’s Sales Department.
- Order modification
In this case, the changes will be subject to a price revision and the Seller shall no longer be bound by the initially agreed deadlines for delivery. A corresponding new order confirmation will then be sent.
- Cancellation of order
- Metal booking
In this case, the Customer gives its irrevocable undertaking to order during the agreed booking period and according to the specified schedule, a quantity of the product which contains at least the quantity of metal which was booked at its request. The orders having to be delivered during the agreed period.
Article 3. Tooling
- Contribution to the tooling costs
It is understood that the financial participation of the Customer in the tooling costs gives to the latter only a right of use of the said equipment in the Seller’s factories for the purposes of fulfilling its order and that the Seller retains full ownership of the tooling. The Seller shall mention to the Customer the maximal quantity of parts or products being able to be produced thanks to its contribution to the tooling costs. If the tooling is provided by the Customer, the Seller shall not guarantee the duration of use of this equipment. In addition, if the Seller considers it necessary to make modifications so that parts can be produced properly, the costs will be the responsibility of the Customer. The Customer will replace the tooling at the request of the Seller. The use of the tooling is reserved solely for the Customer or for a third party in which case the Customer will inform the Seller in advance.
- The payment for tooling contribution will be:
50% at the acceptance of the initial samples and at the latest 30 days after their delivery.
- Storage of tooling
Article 4. Intellectual Property & Confidentiality
- Intellectual Property
- Commitment to confidentiality
- Guarantee clause in cases of forgery
Article 5. Price
- Calculation of the price
Outside of Europe, the prices are subject to specific conditions.
The prices correspond to the quantities and schedules specified in the offers and may be modified in case they are changed. They are in accordance with the economic, fiscal, and social conditions which are known on the day of the offer and only commit the Seller in respect of the specifications contained in the offer.
Should the transport be organised by the Seller, there will be a special quotation for the transport.
Prices are given in Euros, unless special provisions are specified in the contract.
- Validity of the offer and price revision
Prices may be revised depending on the variation of the costs of their constituent parts with respect to current legislation (material price, wage index, sub-contractor services, currencies, etc. .. ). They may also be revised each year in accordance with the consumer prices of the country to which the contractual agreement applies.
The variation of the costs referred to above may not, under any circumstances, be a reason for cancelling the order.
Any increase in fees, taxes, and stamp duty, subsequent to the signing of the order, shall be the responsibility of the Customer, even in the case of "duty paid" sales.
Article 6. Delivery
- Quantity delivered
- Delivery Time
In any case, the seller is released as of rights from any commitment concerning delivery times:
- When the terms and conditions of payment are not be complied with;
- When the information to be provided by the Customer are not arrived in good time;
- In the event of force majeure (cf. Article 11. Force majeure).
A delay in delivery may in no case be justification for the cancellation of the order.
In the event of a delay in the delivery of a product, and if a penalty clause has been agreed between the parties, this clause shall only be applicable in as far as the delay is solely attributable to the Seller or its sub-contractors, following a prior written formal notice issued by the Customer , and only after the expiry of a period of thirty (30) calendar days on the basis of which the Customer may not enforce upon the Seller any penalty for delay or any other financial penalty for the sole reason of there being a delay. The maximum penalty which may be incurred may under no circumstances exceed five per cent (5 %) of the price excl. VAT tax of only those products which are delayed in respect of the corresponding order. These penalties shall be in the form of damages and interest in a lump sum and paid in full, exclusive of any other form of settlement.
- Terms of delivery
The Customer undertakes to take delivery within five days (5) following the notice of the goods being ready for collection. Once this deadline has expired, the Customer will be charged for the financial costs on the basis of 3 %/month. In this case, the products will be handled and stored at the expense and risk of the Customer, without the Seller being responsible.
Should the Customer impose its own carrier or special conditions, the Seller shall be entitled to charge the Customer the extra transportation costs that it may be required to pay for as a result. In all cases, the goods shall travel at the Customer's own risk. It is up to the Customer, in case of damage or missing items, to make any necessary objections and to confirm its reserves by registered letter with acknowledgement of receipt to the carrier, within 3 days after receipt of the goods.
Article 7. Acceptance
- Claim for visible non-conformities
- Claim for an inconspicuous non conformity
- How to Claim
Any return of products must be accepted beforehand by the Seller. The customer shall be responsible for any risks involved in the return of the product up to its final arrival in the Seller’s factories.
Article 8. Payment
- Terms of Payment
- Non payment
In addition, the failure for whatever reason to pay either partially or in full an invoice which is due, also authorizes the Seller, without notice and any other formality, to suspend or cancel the fulfilment of the orders in progress and to require payment prior to the shipment of any new goods, irrespective of the conditions previously agreed for these goods. Any delay in payment shall give rise to the payment by the Customer of penalties which are applicable to the sum incl. VAT at the biannual base rate of the European Central Bank (ECB) plus 10 %. A lump sum fee of 40 Euros, for covering the costs of collection, shall be added to the amounts of the penalties owed by the Customer, in accordance with Article D. 441-5 of the French Commercial Code. The Customer will be liable to the Seller for all costs incurred as part of the recovery of the sums due. Under no circumstances may the payments be suspended or be subject to any offsetting without the prior written agreement of the Seller. The Customer shall refrain from indulging in any illicit practice of "automatic debit or credit", and from invoicing the Seller any sum for which the latter has not explicitly recognized its responsibility. Any automatic debit will amount to an unpaid debt and will give rise to the application of the provisions for late payment.
Article 9. Title retention clauseThe goods delivered shall remain the property of the Seller until the payment in full of the price and, if applicable, of the penalties and interest for late payment, has been received. Any clause to the contrary, in particular inserted in the GCP (General Terms and Conditions of Purchase), shall be deemed as non-written.
The Customer is responsible for any damages or losses occurring after the delivery and undertakes to take all appropriate measures to allow the goods which have been sold to be identified at any time.
As long as the ownership of the products has not been transferred to the Customer, the latter shall refrain from granting a guarantee to a third party for these products, and from transforming or reselling them without the prior written consent of the Seller.
The Seller reserves the right to lay claim to any goods which have not been paid for by the due date. The Customer undertakes to return them, all at its own expense, when first asked to do so.
Should the customer become insolvent, go into liquidation or be concerned by any court enforced or amicable receivership, it undertakes to notify the Seller immediately. In this case, an inventory of the goods belonging to the Seller and held by the Customer shall be drawn up straight away so that the title of retention clause can be implemented immediately.
The seller may, with the title of retention, claim from the sub-buyers the price or the part of the goods sold by it, which has neither been paid, nor settled at its value by the Customer. The latter undertakes to provide the Seller, upon first request, with the information on the sub-buyers so that the Seller can exercise this right.
Article 10. Guarantees & LiabilityUnless otherwise specified, the orders are fulfilled on a case by case basis, either in accordance with the standards
and technical specifications contained in the Seller’s catalogue, or in accordance with the drawings and specifications of the Customer. In this second case, the liability of the Seller shall not be extended in any case to the design or the description of the product. Any liability concerning the errors or omissions regarding the drawings and specifications given by the Customer shall be the responsibility of the Customer. The Customer is required to check the parts when they are delivered and any claims must be made in accordance with the conditions specified under articles 6 and 7 herein. In the case of a product that is recognised by both the Customer and Seller as being defective, the Seller may only be liable in any eventuality for the repair or the pure and simple replacement of these products, at the lowest possible transport price, without any other compensation. The defective products which have thus been replaced shall remain the property of the Seller. Any defects resulting from storage, assembly or use of the products by the Customer in conditions which are either abnormal or non-compliant with professional standards shall not be covered by any guarantee.
Article 11. Force MajeureAny event beyond the control of the Seller and over which it cannot reasonably have control is to be considered as force majeure. This shall apply to war, embargo, total or partial strike, natural disaster, fire, interruption or disruption to transport or any events impeding the proper of the business of the Seller or its sub-contractors as industrial accident, administrative ban, interruption of supply of energy or raw materials or spare parts. These events shall exempt the Seller, which will not have to pay any compensation, from the fulfilment of its contractual obligations and this until the end of the effects of the force majeure.
Article 12. Applicable LawThe applicable law is French law.
In the absence of an amicable agreement, the dispute concerning the contract shall come under the sole jurisdiction of the Court with jurisdiction at the place of the head office of the Seller, even in the case of multiple respondents and third party appeal.
GTC - Lebronze alloys - sites France - v.2015.12.01