Steriall / Groupe Lebronze alloys

General terms and Conditions of Sale - Lebronze alloys

Article 1. Purpose and scope of application

Any 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
The orders are only valid after written acceptance by the Seller.
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
The Seller reserves the right to set a minimum quantity per line of order corresponding to a minimum quantity necessary for starting production. These minimum quantities by type of products are available upon simple request from the Seller’s Sales Department.
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
Any request for a modification to an order (quantity, technical modification or inspection or packaging, etc. ..) may only be considered by the Seller, if the request is made to it in writing and reaches it within 4 working days from receipt of the initial order.
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
The orders sent by the Customer are irrevocable, unless the Seller agrees in writing otherwise, notwithstanding the payment of costs already incurred.
  • Metal booking
For the needs of manufacturing a product out of specific alloys which is to be delivered to it, the Customer may ask the Seller to book metal on its behalf, in quantities and for the booking period which will be agreed between them.
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
In the case of forgings or foundry parts, the Customer's participation in the financing of the costs for the research, design, development and the manufacture of the tooling are subject to a separate prior order.
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% cash when the order is placed
50% at the acceptance of the initial samples and at the latest 30 days after their delivery.
  • Storage of tooling
The tooling is stored by the Seller at its own expenses for a period of 2 years from the date of the last order. After the expiry of this period, the Seller reserves the right to scrap it. The Seller shall inform the Customer of its approach, and should the Customer wish the tooling to be kept, it will have to pay for the storage, security and management costs for a lump annual sum of 500 Euros

Article 4. Intellectual Property & Confidentiality

  • Intellectual Property
The delivery of the parts does not entail the transfer to the Customer of the property rights of the forge or foundry concerning the Seller’s manufacturing research, its software, patents, and any other development work that it may have undertaken. Similarly, the price of the manufacturing equipment designed by the Seller, whether or not it was produced by the Seller, shall not include the value of its intellectual property, which is to say the research, patent or know-how investment that it has made in respect of its development. The same shall apply to any adjustments that the Seller may have made to the equipment supplied by the Customer in order to ensure the proper production of the parts.
  • Commitment to confidentiality
Under no circumstances, may the Customer use the Seller’s research for itself or for another party, nor disclose it without having expressly purchased the ownership of the research work. Except for information which is already in the public domain, any documents and drawings sent by the Seller to the Customer as part of the preparation and fulfilment of the contract, shall be deemed "confidential". As such, the Customer undertakes to keep all of this information confidential.
  • Guarantee clause in cases of forgery
The Customer guarantees that when the contract is signed, the contents of the drawings and the specifications as well as the terms and conditions of their implementation do not infringe the intellectual property rights or know-how held by a third party. It guarantees that it is able to freely use them, without violating any contractual or statutory obligation.

Article 5. Price

  • Calculation of the price
For France and Europe, prices are calculated on the basis of an ex-works quote excl. VAT for parts which are made available at the Seller’s works, with standard packaging according to the type of the product.
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
Unless otherwise specified, the validity of the offer is limited to 7 days from the date on which it was sent to the Customer, only under the condition of stability of the course of material.
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
Unless there is a special agreement, products which are sold by weight, by the metre or by item are invoiced on the basis of the quantities actually delivered, which may vary by + /- 10% from the quantities ordered.
  • Delivery Time
The delivery times indicated by the Seller are understood as being ex-works, the deadline for transport being added to it. The Seller shall make every effort to meet these delivery times, which are however given on a purely indicative and informative basis.
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 goods shall be deemed collected and approved in the Seller’s factories or stores, where, as of their release the transfer of risks to the Customer takes place, even if FCA (Free Carrier) terms are granted.
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
With the exception of damaged or missing goods referred to under article 6, any claim concerning a visible non-conformity of the product must be made by registered letter with acknowledgement of receipt within a maximum period of 30 days as of the date of delivery. After this time, the Customer is deemed to have accepted any visible defects of the product.
  • Claim for an inconspicuous non conformity
The claims or objections relating to any other non-conformity (inconspicuous) must be made by registered letter with acknowledgement of receipt within a maximum period of 6 months from the date of delivery. After this deadline, the Customer is permanently deprived of any right to guarantee in this respect and no claim or request shall be admissible.
  • How to Claim
Any claim must be sent to the Seller’s sales or quality manager. It is the responsibility of the Customer to prove the existence of any defects or anomalies that have been observed. The Customer must provide the Seller with any necessary assistance for recording these defects and for remedying them. It shall refrain from intervening itself or involving a third party for this purpose. Any action carried out by the Customer to make the Seller’s product compliant without the latter’s prior agreement shall result in the forfeiture of any right to guarantee and no claim or request, including that counterclaim, will be admissible.
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
The deadlines and the means of payment, as well as the payment of any possible down payments, must be covered by an explicit agreement within the contract. In the absence of such an agreement, the payments are made net, without discount, and in cash at the date of the invoice. The Seller retains the option of transferring its debt to a factoring company, without this leading to any change in the fulfilment of the orders of the Customer. Payment of the said debts is made either to the Seller or directly to the Factoring company. In the latter case, the Customer will be informed of this by this company. The Seller also reserves the right at any time to set an overdraft limit for each Customer and to require certain payment deadlines or certain guarantees. This option may be exercised particularly in the case of a sale, transfer, pledging or corporate contribution to the company or a significant part of the assets of the Customer, which may have an adverse effect on its credit status.
  • Non payment
The non-payment of a part of the price at its due date or the non-compliance with any due date for payment will lead to, as of rights and without a formal demand, the amounts, still owed in whatever respect (even if they have given rise to bills of exchange) being immediately collectable and the retention on one hand of: the down payments received and on the other hand of the equipment and parts held by the Seller, up until the settlement in full of the amounts due.
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 clause

The 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 & Liability

Unless 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 Majeure

Any 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 Law

The 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


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