TERMS AND CONDITIONS OF SALE
ARTICLE 1
GENERAL CLAUSE
The present Conditions of Sale apply to all the sales agreed between Paul Charvet SA and its clients, be they mere clients users, retailers or authorized retailers, and concern only the goods branded "Charvet". The "Supplier" means Paul Charvet SA. The "Buyer" means the client who buys or agrees to buy goods from the Supplier.
ARTICLE 2
FORMAL CONTRACT
2.1 - The Buyer must check that the proposed goods comply with its needs and requirements, in performance as well as in efficiency and durability. All documents, catalogues, price lists, instructions, leaflets and general or technical specifications given to the Buyer, are for information purposes only and do not bind neither the manufacturer nor the seller. The manufacturer reserves the right, without prior notification, to modify design, specifications and materials of his appliances, machines or machine components as they may appear -it does not matter which form, written or pictorial- in the documents cited above.
2.2 - Any obvious mistakes and printing errors which might occur in our quotations, order confirmations and price lists do not put us under an obligation to execute the order in accordance with these.
2.3 - The potential Buyer issues a Purchase Order which is an offer to purchase and contract. All Purchase Orders must be in writing and signed by the Buyer or its legal representative. The Purchase Order must specify exactly the general and technical characteristics of the goods, means of transport, place for delivery, voltage and/or nature of gas. Shall the Buyer furnish any false or incomplete information, the Seller assumes no responsibility in case the goods are not in compliance with the Buyer's requirements. The Purchase of Order will not be considered as formally accepted by us until our written acceptance is given. This acceptance will constitute, in this case, the contract. The Supplier expresses his agreement by sending the Buyer a written Acknowledgment of Receipt with details of the purchase. Unless bank guarantee or equivalent credibility guarantee are given to the Supplier, the total amount of the outstanding bill(s) shall not exceed 15,000. Checking the Acknowledgment of Receipt devolves to the Buyer. In case of a mistake, he must notify the Supplier by recorded mail within 48 hours after having received the Acknowledgment of Receipt. Any claim of nonconformity would not be accepted after this period.
2.4 - The departure date specified in the Acknowledgment of Receipt is approximate only. Late delivery does not allow the Buyer to cancel his order or to ask for damages. The Supplier is free of commitment according to the delivery delay when the Buyer does not respect the conditions of payment, or when it appears circumstances beyond control or events such as: strikes, lock out, riotings, war, international difficulties, requisition, fire, flood, transport stoppage or behind schedule, etc.
2.5 - The goods always travel at the Buyer's risk, no matter who is paying for the transport. At reception of the goods, the Buyer must check the packing is in good state before signing the delivery note. In case of missing or damaged goods, he must notify the shipper by recorded mail within 48 hours and send a copy to the Supplier. The advantage of the Supplier's insurance stops when the buyer has accepted the goods.
2.6 - The buyer must notify the Supplier by recorded mail within 8 (eight) days from the delivery date of any material defects when a structural fault is detected. Goods cannot be recovered or exchanged without the Supplier's consent. Goods on loan shall be returned in perfect state and in their original packing.
2.7 - Either party may communicate with the other by letter, telegram, cable, e-mail or fax addressed to the last known address of the other party; and letters sent by first class post (air mail if appropriate) shall be deemed duly delivered on the third day, after and including the day of posting. Communications received on Saturdays, Sundays of public holidays shall be deemed to be received on the next normal working day.
2.8 - Charvet can accept to cancel totally or partly an order provided to be advised within five days from receipt of the order. After this delay the customer could be invoiced with 70 % of the order’s amount.
ARTICLE 3
INVOICING AND PAYMENT
3.1 - Invoicing is based upon prices that are in the Supplier’s current price list available at the time of the order, or if applicable upon prices contained in the Supplier’s quotation.
3.2 - Invoices are payable at the Head Office in Charavines according to the terms of payment defined between the Supplier and the Buyer. Invoices for which the total amount exceeds 7,500 a 30 % -deposit will be asked at the time of the order. The balance will be payable according to the terms of payment defined between the Supplier and the Buyer.
3.3 - Means of payment are: draft (if applicable), bank transfer, cheque, documentary credit. All exchange rate risks are at the Buyer's costs.
3.4 - In the event of late payment (as per Article 3.2), the Supplier shall be entitled to interest on the amount overdue an extra 5 % (five percent) to the rates given by the Banque de France. It is applicable immediately. All costs and interest which outcome from an extension of payment will be at the Buyer's expense.
3.5 - In the event of late payment or nonpayment and even after a part delivery, the Supplier retains the right to require guarantees from the Buyer in order to pursue the sale process. In case the Buyer refuses to give satisfaction to the Supplier, this latest retains the right to stop the sale process.
3.6 - Late payment or nonpayment involve the payment of ALL the terms as well as the invoices and jobs in hand.
ARTICLE 4
TITLE-RETENTION CLAUSE
4.1 - In the event of nonpayment, the Supplier can cancel the sale unilaterally and without warning by sending a recorded letter to the Buyer.
4.2 - The property in goods shall not pass to the Buyer unless and until the Supplier has received full payment for the goods. The Buyer shall ensure that all goods which remain the property of the Supplier shall be kept separate from the property of the Buyer and of any other person and shall be identified as the property of the Supplier, and shall, if at any time the Buyer is in breach of any of the terms of the sale agreement, be returned to the Supplier on demand, at the expense of the Buyer. The goods shall so long as they are the property of the Supplier, be insured by the Buyer, as trustee for the Supplier, for the full value of the goods.
4.3 - The eventual down payments could be kept by the Supplier to cover the eventual losses during a resale operation.
ARTICLE 5
INSTALLATION
5.1 - The Buyer guarantees the equipment will be installed by qualified engineer and in accordance with local codes, bylaws and installation manual. Failing that, the Supplier can decide to break off all business relationship with the buyer. Equipment may need electrical and/or gas and/or water and/or drain connections as well as an adquately sized mechanical extraction system.
5.2 - The Supplier refuses all guarantees and responsibilities in case the installation dos not comply with the regulations in force in the country of installation, with the standards, with the installation manual given by him, with the technical instructions specific to each unit, and also with the rule book of the profession.
ARTICLE 6
PACKING – SHIPMENT
6.1 - All equipment is packed according to its dimensions, shapes, and destination.
6.2 - The Supplier accepts the international rules of the International Commercial Terms, commonly known as INCOTERMS (latest version).
6.3 - In the absence of Shipment Terms fully identified in the Sales Agreement and/or in the Acknowledgment of Receipt, the EX-WORKS term will be used by default.
ARTICLE 7
GUARANTEE
7.1 - The guarantee is valid one year from the date of the manufacturer's invoice and covers equipment defects when a structural fault is detected, and free replacement and repairs of any defect components.
7.2 - The Buyer is entitled to stop or to delay the payments as he cannot ask for damages. Replacements and repairs would not give rise to extension of the guarantee.
7.3 - The guarantee does not cover:
- Defects caused by normal wear and tear or accidents caused by incorrect
installation,
- Damage caused by a lack of service or maintenance or serviced or maintained
by unqualified people,
- Misuse or degradation by the use of products as cooling gas, oil, etc. or not
recommended by the manufacturer,
- Faulty running electricity or water,
- Alterations or changes done on the equipment.
7.4 - In case of accident, the Supplier is only responsible for his staff and equipment.
7.5 - The Buyer must notify the Supplier by recorded mail within 8 (eight) days from the delivery date on any material defects when a structural fault is detected.
Labour and carriage costs are at the Buyer's expenses.
ARTICLE 8
PROPRIETARY RIGHTS
8.1 - Designs, trademarks and all other intellectual property rights are the exclusive property of the Supplier.
8.2 - Without the express prior written authorization of the Supplier, no part of the designs, trademarks and all other intellectual property rights shall be reproduced, copied, transmitted or published, in any form or by any means, nor shall be disclosed to third party, in any form or by any means, by the Buyer. If the Buyer infringes the Proprietary Rights, he will be subject to legal proceedings.
8.3 - Mail order selling, in any form or by any means, is strictly forbidden.
ARTICLE 9
RESCISSION OF CONTRACT
9.1 - Right of Rescission for Lack of Payment The Supplier shall be entitled to rescind the contract in the event the ordered equipment as detailed in the Acknowledgment of Receipt is not paid in full by the Buyer, and even if it has been partly paid.
9.2 - Right of Rescission by Reason of Force Majeure The Supplier shall be entitled to rescind the contract when he is rendered unable by Force Majeure to carry out, in whole or in part, its obligations under these Terms and Conditions of Sale and related documents. A Force Majeure event includes, but is not limited to, an Act of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity; and any other event or act beyond the reasonable control, and without the fault or negligence, of the Supplier.
ARTICLE 10
PROTESTS
The protests will be governed by the Court of Bourgoin-Jallieu (France).
ARTICLE 11
APPLICABLE LAW
The laws of France will govern these Terms and Conditions of Sale, without giving effect to any principles of conflicts of laws. We reserve the right to make changes to our Terms and Conditions of Sale at any time and without notice.
ARTICLE 12
BUYER'S ACCEPTANCE OF SUPPLIER'S TERMS AND CONDITIONS OF SALE
The Buyer agrees to comply with these Terms and Conditions of Sale. Any additional or different terms stated in any purchase order or other document which Buyer presents to Seller shall be considered material alterations, will be of no binding effect and are hereby objected to and rejected.
For all questions concerning prices (€), delivery charges and dates, terms of payment, after-sales service, the right of withdrawal, the duration of the offer, the cost of remote communication, contact us and ask for the commercial service : info@charvet.fr.
