General Terms of Sale

Preamble

All orders imply the Buyer's full and unconditional acceptance of the following terms: These general conditions apply to all our offers, elements of offers, order confirmations and sales of new or used goods, as well as repair works, and form an integral part of all resulting contracts and services. Any purchasing conditions of the Buyer are not opposable to the Seller even when they were known to him. The fact that the Seller does not apply any provision of these terms at a given time cannot be interpreted as a waiver of later enforcement of these terms. Orders are dated for delivery only after payment of the deposit. Payment of a deposit does not allow the buyer to withdraw by abandoning this deposit, which, in case of order cancellation by the customer, remains acquired by us, without prejudice to any other rights, as compensation and penalty.

Article 1 — Prior Offer

1.1 Any request for equipment made by the Buyer will result in the preparation of a prior offer to be submitted by the Seller for acceptance.

1.2 Any offer shall be valid only for a period of 1 month from its dispatch.

1.3 The specifications related to the equipment shown in the offers, including its quality, power, capacities, dimensions and performance, are those provided by the manufacturer or importer and do not commit the Seller to any additional guarantee.

Article 2 — Order

2.1 Any order, including one placed by telephone, must be confirmed in writing.

2.2 The order must specify in particular: the quantity, brand, type, material references, agreed price, financing method, place and date of delivery or collection if different from billing address.

2.3 Any addition or modification to the order binds the Seller only if accepted in writing.

2.4 Orders taken by Seller's employees are only valid if not revoked in writing by the Seller within 15 days of receipt.

Article 3 — Financing

3.1 Financing of equipment by a financing organization must be expressly mentioned on the order form.

3.2 If the financing organization does not respond favorably within 30 days following the placing of the order, the Seller reserves the right to cancel the sale. Any deposits paid will be returned to the Buyer.

Article 4 — Change of Technical Specifications

4.1 The Buyer cannot request resolution of the sale or hold the Seller liable for changes to the initial specifications or technical characteristics made between order placement and delivery that result from the application of national or community regulations or recommendations from the Manufacturer.

4.2 The Seller undertakes to inform the Buyer of such modifications in due time.

4.3 If the Seller is unable to deliver the ordered equipment, he may either cancel the sale and reimburse any deposits received without further compensation, or deliver equipment of equivalent characteristics upon written request of the Buyer.

Article 5 — Deliveries - Definition

5.1 Delivery is carried out in accordance with the stipulations stated on the order, subject to compliance with payment terms.

5.2 Delivery is deemed to be either shipment from the Seller's or Importer's factory or warehouse to the Buyer, or making the equipment available at the Seller's or Importer's factory or warehouse.

Article 6 — Delivery Times - Terms

6.1 Delivery times are always provided based on supply availability at the time of the offer and are given as indicative only.

6.2 Any delay due to circumstances beyond the Seller's control cannot lead to order cancellation or the Seller's liability for resulting damages.

6.3 However, if delivery does not occur within 3 months after the indicative delivery date, for reasons other than force majeure, the sale may be resolved at the request of either party after sending a registered letter with acknowledgement of receipt. The Buyer may only claim reimbursement of any deposits paid, without further compensation.

6.4 The Seller is released from liability in case of force majeure or events such as lock-out, strike, epidemic, war, requisition, fire, flood, equipment accident, transport delays or any other cause resulting in partial or total stoppage for the Seller or suppliers.

6.5 The Seller shall inform the Buyer in due time of such events.

6.6 A delivery delay due to force majeure may lead, at Seller's choice, to contract termination or extension of delivery times without any party being entitled to compensation.

6.7 Delivery on time requires that the Buyer has fulfilled all obligations toward the Seller.

6.8 When delivery is by availability, the Seller shall notify the Buyer in writing of the availability date.

6.9 The Buyer shall collect the equipment within 15 days following receipt of the availability notice.

6.10 After this period, storage charges will be invoiced to the Buyer without prejudice to any further action by the Seller.

Article 7 — Transport

7.1 The Seller chooses the most appropriate mode of transport for delivery.

7.2 Unless otherwise agreed, transport operations are at the Buyer's expense, charge, risk and peril; the Buyer must check quantity and condition upon receipt and, in case of damage or defect, make the usual reservations on the delivery note and inform the carrier within 48 hours by registered letter with acknowledgement of receipt.

Article 8 — Insurance

Goods transported by land are generally not insured unless expressly requested by the buyer. However, we reserve the right to insure at market rates with the insurer of our choice goods likely to be damaged during transport, without agreement and in the buyer's interest. For maritime transport, we always insure by default at standard rates according to the destination. Insurance costs advanced by us are charged to the buyer and invoiced. Unloading, unpacking, assembly, commissioning and setup remain at the purchaser's expense and risk, even when carried out under supervision or with the assistance of our agents. Unless expressly agreed otherwise, the purchaser must insure the goods against destruction risks until full payment and provide proof of such policies and premium payments on request. The purchaser hereby subrogates the seller to any rights and actions against the insurer and assigns any indemnities up to due amount, granting all necessary powers to the seller.

Article 9 — Acceptance - Inspection

9.1 Acceptance and inspection must take place within 2 days following delivery.

9.2 Without prejudice to actions against the carrier, the buyer must inform the Seller by registered letter with acknowledgement of receipt within the time limit of article 9.1 of any apparent defects or lack of conformity.

9.3 The Buyer must detail the defect in the registered letter and provide the Seller with access to verify the defects; the Buyer must refrain from intervening or having a third party intervene.

9.4 After the deadline in article 9.1, any claim shall be inadmissible.

9.5 If the Buyer expressly or tacitly renounces acceptance, the goods are deemed delivered in accordance with the order.

9.6 Non-conformity of part of the delivery does not relieve the Buyer from paying for goods not contested.

9.7 Any defect established after contradictory examination entitles the Seller only to replace or repair the defective goods or parts free of charge.

9.8 Equipment may be equipped with a data recording system; the Manufacturer uses such Data solely to improve after-sales service and products. The Buyer gives formal consent — revocable at any time — for such Data to be transmitted to the Manufacturer and associated parties.

Article 10 — Price Determination

10.1 Prices charged are those established on the day of the order based on the economic conditions in force.

10.2 Prices are exclusive of VAT and transport (unless stated) and will be increased by VAT and/or any other applicable taxes at the rate in effect when due.

Article 11 — Price Indexation

11.1 Parties agree that prices may vary according to exchange rate fluctuations and/or increases in manufacturer prices or taxes.

11.2 If between order and delivery the price increases by no more than 10%, the buyer will bear the equivalent increase without being able to cancel the order.

11.3 If the variation exceeds 10%, the Seller shall notify the Buyer by registered letter; for standard equipment the Buyer may rescind by written notice within 8 days of receipt; for specific equipment the Buyer may not rescind and the Seller shall bear increases above 10%.

Article 12 — Payment - Terms

12.1 Unless otherwise stipulated, invoices are payable upon receipt at the Seller's registered office.

12.2 Whatever the payment method agreed, payment is only considered made upon actual receipt of funds.

12.3 In case of non-payment at maturity, the Seller reserves the right to terminate or suspend orders and deliveries in progress.

Article 13 — Late Payment Interest and Recovery Fee

In case of non-payment within eight days following invoice issuance, the buyer will be liable by operation of law to interest on late payment at 10% per year and a fixed recovery indemnity of €40 as set by decree N°2012-1115 of 02 October 2012.

Article 14 — Penal Clause

If Buyer’s default necessitates amicable or judicial recovery, the Buyer agrees to pay, in addition to principal, customary costs, and a contractual fixed indemnity equal to 15% of the principal amount including tax, as damages and interest.

Article 15 — Acceleration Clause

In case of total or partial non-payment of an order when due, sums due under that order or other orders already delivered or in progress will become immediately payable after formal notice by registered letter with acknowledgement of receipt.

Article 16 — Refusal of Sale

Any order is accepted depending on the Buyer's legal and financial situation at the order date. If the Buyer's situation deteriorates before delivery, the Seller may require cash payment before delivery or rescind the sale.

Article 17 — Warranty - Scope

For new equipment:

17.1 Equipment sold benefits from the warranty granted by the Manufacturer.

17.2 This warranty covers hidden or apparent defects as of delivery.

17.3 The Seller's sole obligation under warranty is free replacement or repair of parts found defective by the manufacturer, without further compensation.

17.4 Warranty interventions do not extend warranty duration.

17.5 The Buyer may not claim compensation for equipment downtime due to warranty application.

For used equipment:

17.6 Any warranty granted by the Seller will be defined in the specific terms.

Article 18 — Warranty - Exclusions

18.1 The Buyer loses warranty coverage in particular in cases of: abnormal or abusive use, repairs or interventions by persons not authorised by the Seller or Manufacturer, damage resulting from collisions, falls, fire, vandalism, malicious acts or misuse, lack of maintenance, premature wear, leaks or noises not reported in time, or refusal to grant access for maintenance.

18.2 The Seller may suspend legal and contractual warranties in case of late or non-payment.

18.3 Used equipment is delivered as seen and without warranty unless expressly stated.

Article 19 — Retention of Title - Transfer of Risk

19.1 Under law N°80-335 of 12 May 1980, all equipment sold remains the Seller's property until full payment. Non-payment authorises the Seller to reclaim equipment from the Buyer after formal notice. This right applies even in insolvency proceedings.

19.2 By derogation to article 1583 of the Civil Code, delivery transfers risks to the Buyer for damages to the goods or third parties.

19.3 Return of equipment is at the Buyer's cost and risk.

19.4 On enforcement of retention of title, Buyer owes a devaluation indemnity set according to FNTP rates, not offset against deposits.

19.5 In case of creditor claims or collective proceedings, the Buyer must immediately notify the Seller.

19.6 The Buyer bears costs to lift such interventions.

19.7 The Buyer shall ensure equipment remains identifiable.

19.8 Deposits remain due to the Seller in case of retention of title.

Article 20 — Equipment Intended for Resale

The Buyer may resell equipment in the scope of normal business. However, this right is lost in case of insolvency or non-payment. The Buyer must inform the Seller of names and addresses of its purchasers and outstanding amounts.

Article 21 — Rentals

Provision of equipment as rentals (paid or free) is subject to general rental conditions stated on rental contracts.

Article 22 — Repairs

After-sales and repair services, in workshop or on-site, are subject to the general repair conditions set out on repair orders.

Article 23 — Trade-ins

When an order includes trade-in of used equipment, the trade-in is conditional upon delivery of the new or used equipment serving as partial payment. In case of order cancellation, the Seller is not obliged to perform the trade-in. If the used equipment is in Seller's possession it will be returned to Buyer who must reimburse refurbishment costs; if resold, Seller will refund resale price up to agreed trade-in price minus 10% commission and related costs, taxes and refurbishment expenses.

Article 24 — Nullity of a Clause

If any clause of these general conditions is found void or cancelled, other clauses shall remain in force.

Article 25 — Jurisdiction

In case of dispute regarding interpretation or performance, the Commercial Court of the Seller's registered office shall have sole jurisdiction, even in case of multiple defendants.

Article 26 — Data Protection (CNIL & GDPR)

The Buyer may refuse or give consent regarding GDPR via this document or by contacting us on our website.