GENERAL CONDITIONS OF SALE
1 – GENERAL CLAUSE : These general conditions apply to any sale of material, new or second hand goods and also to any provision of services. They are fully valid, except written agreement between the purchaser and the seller. The fact of placing an order to our company implies full and whole approval without any reservation from the purchaser of the hereby general conditions of sales, except any other document, such as leaflets, catalogues, emitted by the seller that only have an indicative value.
2 – CONTRACT FORMATION
When an estimate is made by the seller, it constitutes the particular conditions changing or completing the hereby general conditions.
When the seller receives an order from the purchaser, this one will be considered as definitively accepted by the seller only after written acceptance from the seller. It is this acceptance which will constitute in this case the particular conditions.
Every order is accepted after consideration of the legal, financial and material situation of the purchaser. Therefore, the seller would be led to request some guarantees of payment or to cancel the contract without any termination penalty whatever it is, if the above-mentioned situation had been suddenly modified between the order and the delivery.
3 – DELIVERY
Except otherwise where clearly indicated, the delivery is declared as carried out in the seller’s premises. The delivery is carried out either by direct presentation to the purchaser, or by simple advice stipulating that the goods are ready to be collected, or by a transport company
If this delivery is delayed for reason that is beyond the seller’s control, it will be carried out at the agreed date and place.
The goods travel at the purchaser’s own risks, whatever the means of transport or the methods of payment of the carriage costs, free or port due. Except contrary stipulated, the purchaser has to take in charge the expenses and risks occurred by the transport of the sold goods, after the delivery.
All deliveries of products sold by ECM to distributor pursuant to this agreement shall be made EXW, and title to and risk of loss of products shall always pass from ECM to distributor at the delivery point (ECM’s facilities) no matter what the Incoterm on the invoice is. Distributor shall be responsible for arranging all transportation of products, but if requested by distributor, ECM shall, at distributor’s expense, assist distributor.
4 – DELAY-PENALTY
The deliveries are operated only according to the availabilities and in the order of the purchase orders arrivals.
The delivery times are supplied for information only, except written indication of firm delivery time from the seller.
The delivery times comes into effect from the latest of the following dates: on receipt of the order, when the seller receives all the information, down payment or supplies that the purchaser committed himself to provide.
The seller legitimately get out of any commitment concerning the deadlines, in case of absolute necessity or events occurring at the seller’s or his suppliers’ premises, such as : lockout, strike, epidemic, requisitioning, war, embargo, defect of authorization, fire, flood, tooling accident, reject of important parts being manufactured, interruption or delay in transport or supply in raw materials, energy or components, or of any other event that is beyond the seller’s control. The overrun of delivery period cannot entail any compensation, nor refusal of goods or cancellation of the sale.
However, if 4 months after the indicative date of delivery, the good were not delivered for any other reason than those mentioned above, the contract could then be broken at the request of one or the other part; the purchaser will obtain restitution of his down payment, but without any other allowance or compensation.
5 – PRICES-CONDITIONS OF PAYMENT-PENALTIES
The goods are sold at the price which is valid at the time of the order.
The prices are stipulated net of tax. They are net ex works, packing included.
Their nature, their amount are specified in the particular conditions.
Except contrary stipulated, the prices are payable net date of invoice.
An invoice is made for each delivery and sent at the same time. This invoice will have all the mentions covered by the legal provisions.
In case of late payment, as a penalty clause and in pursuance of the legal provisions, the purchaser will be legitimately liable for a penalty for late payment calculated as follows : an interest rate equal to 1.5% per month (law N°92-1442 from December 3, 1992, art. 3-1 Al 1) on the amounts remaining due, in addition to the bank charges. In addition with the debt collection costs, a basic penalty of 40.00 € will be due to the creditor in case of late payment. In the same way, all the amounts remaining due will be immediately due, whatever the mode of payment.
In no case, the payments cannot be suspended, delayed or modified, without a written and prior agreement of the seller, even if there is litigation.
6 – PROPERTY RESERVE
The seller retains the property of the sold goods until the effective payment of the total price, accessories and expenses included.
The non-payment can involve a claim for recovery of property.
In case of transformation or incorporation of the sold goods in property reserve, the transformed goods become the security of the seller until the full payment of the price.
These provisions do not make any obstacle, from the delivery, with the transfer to the purchaser of the risks of loss and deterioration of the goods sold and of the damage which they could cause as well.
7 – AFTER SALES SERVICE
Any equipment entrusted to our After-Sales Service for repair, which is not claimed or not collected by its owner, will be destroyed after the expiry of a one year allotted time.
A notification will be sent to the Customer by registered letter with acknowledgement of receipt.
Without any answer from the Customer within 15 (fifteen) days on receipt of this letter, the goods will be destroyed or placed at ECM disposal.
No allowance, whatever the nature or the amount, can be claimed by the customer to ECM and to its managers.
8 – TRANSPORT
All the transport operations, insurances, customs, occurred during the delivery, are the responsibility of the purchaser, and the sold goods travel to his risks and dangers, notwithstanding the provisions concerning the property reserve.
It is up to the purchaser to make some reservation to the transport company concerning the state of these goods, even if this one was chosen by the seller, and this within the legal times.
9 – INFORMATION
The purchaser acknowledges having received from the seller some documentation, in French or English language, including : a certificate of guarantee from the manufacturer if there one, a note concerning the precautions and conditions of use.
The purchaser also acknowledges having received from the seller the advices, warnings and the necessary or just useful information, and considers himself sufficiently informed.
He commits himself to strictly respect the advice of use, to regularly carry out the maintenance and the necessary repairs.
10 – GUARANTEE
The seller commits himself to remedy any operation defect coming from a defect of material or design, and manufacturing defect under the conditions below :
The guarantee does not work when the defects come from, either materials provided by the purchaser, or a design imposed by this one, or a defective maintenance and service, or bad conditions of storage or use.
The guarantee is also excluded for any incident due to act of God or case of absolute necessity, and also for the replacement or repairs coming from normal wear of the good, deteriorations or accidents coming from a bad assembly with reference to the instructions given by the seller, of carelessness, lack of supervision and abnormal use or under abnormal conditions of this good, an alteration of the good that was not planned nor specified by the seller, or an alteration carried out on the good without any authorization.
Moreover, the guarantee will not work for obvious defects that the purchaser will have to prevail over them on receipt of goods.
The manufacturing defect must appear in a 12 months period from the delivery date for a use well defined in the order.
The replacement of the parts does not entail the extension of warranty period. Batteries are under warranty for a period of 3 months.
For benefiting from the request of these provisions, the purchaser must advise the seller about the defects, without delay and by registered letter with confirmation of receipt, and at the latest within 48 hours on receipt of goods, and he must provide all justification in that regard. He must give the seller all facilities in order to proceed to the investigations concerning these defects, and to remedy. Moreover, except express agreement from the seller, he must, abstain from carrying out himself any repair, or making repaired by a third party.
As a guarantee, the seller’s technical department will replace the defective parts free of charge. This guarantee covers the labour expenses, except for operations, other than the replacement of the defective parts, on elements not included in the sold good.
It is up to the seller to remedy the defect, at his own expenses and in all diligence, the seller reserving the right to modify, if necessary, the machinery of the good, so as to satisfy his obligations.
Work resulting from the obligation of guarantee is carried out, in theory, in the seller’s workshops, after the return of the good or the defective parts from the purchaser, for repair or replacement purposes.
The seller’s responsibility is strictly limited to the obligations thus defined and by expressed clause, the seller will not get any compensation.
Except contrary mentioned, the repairs do not entail any other guarantee than a good execution of the aforesaid repairs.
11 – END OF LIFE OF THE DEVICES
This symbol means for the States Members of the European Union only: Not to throw this product with household waste.
It is the user’s and holder’s responsibility to manage himself the end of lifetime of his equipment. He must see with the relevant authorities in order to make sure that the apparatus will be recycled in a perfect respect of the environment and to identify the channels of recycling for the electric and electronic components.
12 – FULL RIGHT TERMINATION CLAUSE
In case of non-performance by the purchaser of one of his obligations, this contract can be cancelled, by the seller, 15 days after sending a registered letter with confirmation of receipt specifying the non-performance as well as the intention to terminate the contract, if this one remained unfruitful. However, in case of obvious and serious infringement, the seller will be able to suspend the execution of the contract immediately. The resolution occurs without any damage of right for the seller to claim for compensation of all damage and to exert all actions that the contract and the law allow the seller in such cases.
13 – PAYMENT OF LITIGATIONS – COURTS ASSIGNED
All dispute regarding the present contract, even in the event of warranty claim, of incidental request or plurality of defendants, including in the event of authority in summary procedure, would be, for lack of friendly agreement, the exclusive competence of the Commercial court of ANGOULEME, place where is situated the seller’s domicile.