TERMS & CONDITIONS
GENERAL TERMS AND CONDITIONS OF SALE
These general terms and conditions are applicable to any sales contract for materials/ equipment/ goods/ products signed by the company FILLON TECHNOLOGIES, referred to hereinafter as “the Seller” and the customer, hereinafter “the Customer” subject to any amendments that either side may make to it by an express agreement recorded in writing and to the exclusion of any other documents of the Customer and in particular its own general terms and conditions of purchase.
2.1 The sales contract is deemed to have been completed:
-by the Customer’s acceptance of the firm proposal/offer from the Seller within the time indicated in the proposal/offer, subject to the order complying in all aspects with the proposal/offer.
-by an order placed by the Customer and accepted in writing by the Seller in the form of an “Order Confirmation”.
2.2 Any modification or cancellation of the order requested by the Customer must be accepted in writing by the Seller. The Customer must pay for all the costs incurred by the Seller relating to the modification or cancellation of the order.
The prices indicated in the offer or Order Confirmation from the Seller are to be understood as including goods packed in standard boxes unless protective systems or other arrangements have been agreed upon in writing between the parties.
Prices are exclusive of VAT, ex-works, and are determined by the price applicable on the day when the order was placed unless agreed otherwise and in writing between the parties.
5 – TRANSFER OF RISKS:
The goods always travel at the Customer’s risk, with the risks being transferred to the Customer from the moment when the goods are released from the warehouse nominated by the Seller in accordance with the incoterm EXW (Ex Works) 2010, unless the Seller and the Customer agree otherwise and in writing to apply another incoterm and notwithstanding the retention of title clause stipulated below.
6.1 Deliveries are understood as being on basis ex Seller’s works or warehouses using the standard packaging referred to above. The delivery times given are indicative and start to apply once the Customer has provided the Seller with all the technical information necessary for the fulfilment of the order, and has put in place the credit and/or payment terms stipulated in writing between the parties. Late deliveries may not give rise to interest and damages, deduction, or cancellation of current orders by the Customer.
In any case, the Seller is exempt from any liability in the event of late deliveries caused by force majeure.
In the event of such a case lasting more than 30 days, as of the date of its occurrence, the sales contract may be cancelled by the first party to act, without any of the parties being able to claim for interest and damages.
6.2 It is up to the Customer, in the case of visible damage caused by transport or in the event of a shortfall, to issue upon delivery, on the delivery receipts, explicit reserves which clearly show the nature of the damage or the shortfall quantity.
These reserves must be confirmed to the carrier by registered letter with acknowledgement of receipt within three days after delivery, in accordance with the provisions of article L.133 – 3 of the Commercial Code, with a copy sent to the Seller.
Claims regarding visible defects or non-conformities concerning the delivered product must be mentioned on the delivery notes and must be made to the Seller by registered letter with acknowledgement of receipt within 3 days of the arrival of the products. It is the responsibility of the Customer to provide any proof in respect of the existence of the defects or abnormalities that have been recorded.
7- TERMS OF PAYMENT
7.1 invoices are payable in cash and without discount, unless agreed otherwise and in writing between the parties.
7.2 Any invoice which has not been settled by the due date:
- Will result in the payment by the Customer of penalties set at three times the legal interest rate. In accordance with article L.441-6 of the commercial code, these penalties are payable, upon request of the Seller without a reminder being necessary. In the event of a payment made after the due date shown on the invoice, the Seller will be owed a lump compensatory sum of forty (40) euros to cover collection costs. If the collection costs incurred by the Seller are greater than the amount of this lump compensatory sum, the Seller reserves the right to request additional compensation if it can prove that this is justified.
- Will result in the term granted for the payment of other invoices being immediately payable in full as well as all remaining amounts due or the return of the products depending on the choice of the Seller.
- Will result in the suspension of all deliveries until full payment has been made.
8- RETENTION OF TITLE
The transfer of ownership of the goods only occurs after full payment of their principal price and additional costs and interest, in accordance with article L 624-16 of the commercial code.
In the event of the Customer failing to pay all or part of the price, it being specified that the mere handing over of bills of exchange or other documents creating an obligation to pay does not constitute a payment, the Seller shall be entitled to claim payment for the goods sold or to obtain their return, with the costs and risk being for the Customer, and without prejudice to its right to terminate any sales in progress.
The Customer must therefore ensure that the goods are stored correctly, that they are insured against damage and loss, and in the event of their total or partial destruction even as a result of an Act of God, force majeure or because of the actions of a third party, have them repaired or replaced, in accordance with article 1137 of the Civil Code.
As long as the ownership of the goods has not been transferred to the buyer, the buyer shall undertake not to grant to a third party any collateral guarantee whatsoever over these goods or to transfer them to a third party without the prior agreement of the Seller.
These provisions shall not impede the transfer to the Customer, once the goods have been released, of any risks of loss and damage caused to the goods, in accordance with article 5 of these general terms and conditions.
9 – GUARANTEE – LIABILITY
9.1 in addition to the legal guarantee of articles 1641 and subsequent of the civil code, the products are guaranteed against any material, manufacturing or design defect, for a period of 24 months as of the invoice date unless special conditions apply otherwise.
Faulty products must be returned promptly, to the Seller, with the costs and risk being for the Customer,
The following are not covered under the guarantee:
- parts which are subject to wear and tear and consumables.
- equipment which has failed as a result of poor maintenance or non-compliance with the conditions and operating instructions specified in the product manuals.
- equipment which has been converted in any way without prior authorisation from FILLON TECHNOLOGIES.
The guarantee does not apply for visible defects.
9.2 The Seller’s guarantee is limited to the replacement or repair of the part which has been acknowledged as being faulty by FILLON TECHNOLOGIES, after examination at its factories.
The guarantee is limited to compensation for direct damage and may not exceed the amount of the net invoice for the product concerned. Under no circumstances may the guarantee extend to indirect damage.
Indirect damage, means in particular any damages in respect of loss of turnover, income or profits, whether foreseeable or not, lost earnings, loss of business opportunities, loss of brand image and reputation, loss of customers, loss or destruction of data, losses associated with the product not being usable and finally any other loss or financial prejudice whatsoever.
10 – APPLICABLE LAW AND JURISDICTION CLAUSE
These general terms and conditions of sale are subject to French law.
In the event of any dispute arising between the Seller and the Customer, express attribution of jurisdiction is given to the Courts whose jurisdiction applies at the location of the registered office of the Seller.
FILLON TECHNOLOGIES, an SAS (Simplified Joint Stock Company) with a capital of €5,435,130 RCS CHARTRES – Registered office: 2 rue de Houdan. 28210 FAVEROLLES, FRANCE· lntra-community VAT No.: FR 42 420 213 225 – Slren No. 420 213 225.