General Conditions of Sales
Inside this document the following words will have these meanings :
1.1 "Buyer" means the firm or individual who buys Products from the Seller;
1.2 "Conditions" means the terms and conditions of sale set out within this document and any special terms and conditions agreed in writing by the Seller;
1.3 "Delivery date" means the date given by the Seller if the Products should be sent;
1.4 "Products" means the articles to be provided to the Buyer from the Seller;
1.5 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, and trademarks, and know-how and the other types of intellectual property wherever in the world enforceable;
1.6 "Price" means the price set from the listing of costs from the Products maintained by the Seller as amended from time to time or any price as the parties can agree in writing also such carriage, packaging, insurance or other fees or interest such as could be quoted from the Seller or as might apply in accordance with such requirements;
1.7 "Seller" means ADMAT SASU / 870 rue Denis Papin / 54710 Ludres / France.
2.1 These conditions shall apply to all contracts for the sale of Products from the Seller to the Buyer to the exclusion of the other terms and conditions including any terms or conditions that the Buyer may attempt to apply under any purchase order, order verification or comparable file.
2.2 All orders for Products shall be considered to be an offer by the Buyer to purchase Products pursuant to these Conditions.
2.3 Acceptance of delivery of the Products shall be deemed conclusive evidence of the Buyer's acceptance of the Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties such as without limit regarding reductions) will be inapplicable unless agreed in writing by the Seller.
2.5 Any information, representation or recommendation supplied by the Seller or its employees or agents to the Buyer or its employees or agents regarding the storage, use or application of the Products or that isn't verified in writing by the Seller is followed or acted upon entirely at the purchaser's own risk, and, consequently, the Seller will not be responsible for any such information, representation or recommendation that isn't so supported.
2.6 Nothing in these Conditions will effect the statutory rights of any Buyer working as a customer.
3. Cost and Payment
3.1 Payment of the Cost is strictly cash with order unless the bank account has been created with the Seller where event payment of the Cost is due 30 days after the date of bill.
3.2 The Supplier will be entitled to charge interest on overdue invoices from the date when payment becomes due diligence to accrue from day to day before the date of repayment at a rate of 2 percent per annum over the base rate of the Bank of France from time to time.
3.3 The Supplier reserves the right to give, deny limit, cancel or change credit conditions in its sole discretion at any moment.
3.4 If payment of the Price or any component thereof isn't made from the due date, the Seller will be eligible for :
3.4.1 demand payment in advance of shipping in connection with any Products not previously delivered;
3.4.2 refuse to generate delivery of any undelivered Products if purchased under the contract or not without incurring any liability whatever to the Buyer for non-delivery or any delay in shipping;
3.4.3 correct any payment made by the Buyer to such of the Products (or Products supplied under any contract) as the Seller may think fit;
3.4.4 completing the contract.
Any explanation awarded or placed on the Products is given by means of identification only and the use of this description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it doesn't in any manner rely upon any explanation when entering the contract.
where a sample of the Products has been revealed to inspected by the purchaser, the parties hereto accept that this sort of sample is indeed shown and scrutinized for the only purpose of allowing the Buyer to judge for itself the quality of the majority, and not as much as to make a sale by sample.
6.1 Unless otherwise agreed in writing, delivery of the Products shall occur in the address given by the purchaser on the date given by the Seller. The Buyer will make all arrangements necessary to take delivery of the Products whenever they're tendered for delivery.
6.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the nature of the contract and also while every reasonable attempt will be forced to obey these kinds of dates compliance isn't insured and the Buyer will have no right to compensation or to cancel the arrangement of failure for any reason to meet any delivery date said.
6.3 If the Seller is not able to supply the Products for reasons outside its control, then the Supplier will be entitled to place the Products in storage until such time as shipping might be effected and the Buyer shall be responsible for any cost related to such storage.
6.4 If the Buyer fails to take delivery of products on the shipping date or within three days of notification they're prepared for despatch whether before or following the shipping date that the Seller reserves the right to bill the Products to the Buyer and bill him consequently. Additionally the purchaser will subsequently pay reasonable storage fees or demurrage as suitable in the situation prior to the Products are dispatched into the Buyer or disposed of elsewhere.
6.5 The Supplier will be entitled to deliver the Products by instalments and in which the Products are delivered, every delivery shall constitute another contract and failure by the Seller to deliver any one or more of the instalments in accordance with the Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat some other relevant contract as repudiated.
6.6 Where the Buyer takes delivery of the Products by instalments, rescheduling demands the Seller's written arrangement and will be impossible unless a minimum 3 month written notice is provided and consequently consented. Each delivery shall constitute another contract and failure by the Buyer to cover the purchase price in respect of any instalment shall entitle the Seller to take care of any other relevant contract as repudiated along with any other rights of the Seller pursuant to such ailments.
6.7 believes that the Seller might have delayed or failed to deliver the Products (or any of them) immediately the purchaser will be bound to accept delivery and to pay for the Products in full provided that delivery shall be tendered at any time in 3 weeks of the shipping date.
7.1 The Supplier is a distributor of products and that the Buyer is solely accountable for simplifying the use of the Products, for discovering the usage to which they'll be placed and for discovering their capacity to work for that objective.
7.2 The Buyer must check Products upon delivery and will be deemed to have accepted the Products 14 days following delivery to the Buyer. Thus, no promise for flaw, quality or damage is going to be amused (without prejudice to the Seller's other rights pursuant to these Conditions) unless written notice with supporting evidence is obtained by the Seller within 14 days of shipping. After acceptance the Buyer shall not be entitled to reject Products that aren't in compliance with the contract.
7.3 The Buyer won't remove or interfere with the symbols or numbers on the Products.
7.4 The Buyer shall take delivery of the Products tendered considers the quantity so delivered will be either lesser or greater than the amount bought provided that any discrepancy won't exceed 5 percent, the Cost to be corrected pro-rata into the discrepancy.
8. Title and Risk
8.1 Risk of damage or loss of the Products will pass to the Buyer at the case of Products to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Products are available for collection, or even in the case of Products to be delivered otherwise than at the Seller's premises, at the time of shipping.
8.2 Notwithstanding delivery and the passing of risk in the Products, or another provision of the states, the property in the Products won't pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the purchase price of the Products and of all other Products agreed to be sold by the Seller to the Buyer for which payment is then expected.
8.3 Until such time as the property in the Products passes to the Buyer, the Buyer will hold the Products as the Seller's fiduciary agent and bailee, and shall keep the Products separate from those of the Buyer and third parties and properly stored protected and insured and identified as the Seller's property.
8.4 Until payment of the Cost the purchaser shall be entitled to resell or use the Products in the course of its business but shall account to the Seller for the proceeds of selling or otherwise of the Products, whether tangible or intangible such as insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, even in the case of tangible proceeds, properly stored protected and secured.
8.5 Until such time as the property in the Products passes to the Buyer (and provided that the Products are still in existence and haven't been resold) the Seller will have the right at any time to require the Buyer to deliver up the Products to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or of any third party where the Products are stored and repossess the Products.
8.6 The Buyer will not be entitled to pledge or in any way charge by means of security for any indebtedness any of the Products which remain the property of the Seller, but if the Buyer does so all monies owing from the Buyer to the Seller shall (without prejudice to any right or remedy of the Seller) forthwith become due and payable.
8.7 The Supplier will be entitled to recoup the purchase price notwithstanding that land in the Products hasn't passed from the Seller.
9. Insolvency of Buyer
9.1 If the purchaser fails to make payment to the Products in accordance with the contract of purchase or commits any violation of the contract of purchase or if any distress or execution shall be levied upon all the purchaser's house or the Products or whether the purchaser offers to create any agreement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is not able to pay its debts as they fall due or when being a limited company any resolution or petition to wind up the Buyer (except to the purpose of amalgamation or reconstruction without insolvency) shall be passed or introduced with whether a receiveror administrator administrative receiver or manager will be appointed over the whole or any portion of the purchaser's business or assets or if the Buyer will endure any similar proceedings under national legislation or in case such a issue provided for in this clause will be fairly justified from the Seller all amounts outstanding in respect of the Products will be payable immediately.
9.2 The Supplier can in the circumstances set out in clause 9.1 above too in its own complete discretion, and without prejudice to any other rights that it might possess, exercise any of its rights pursuant to clause 8 above.
10.1 The Seller guarantees that the Products are free from defects within the framework of normal use, for a maximum period of twelve (12) months, a guarantee which will begin on the date of production of each batch.
10.1.1. The lifespan of the Products may vary depending on the nature and quality of the raw materials of our suppliers.
10.1.2. The Seller will consider here the lifespan of a product in the sense of its average shelf life duration: it is the period of time during which the product can be used without a significative change of the mechanical and optical properties, otherwise the Products will be considered in good working condition.
10.1.3. The Products may have also its life shortened due to poor storage conditions or even improper use by the Buyer
10.2 Where the Products have been found to be faulty, the Seller shall, replace faulty Products free of cost inside the company's guarantee period of 14 days if okay in the date of delivery, subject to these requirements;
10.2.1. The Buyer informing the Seller in writing immediately on the defect becoming evident;
10.2.2. The flaw being due to faulty design, workmanship or materials;
10.3 Any Products to be fixed or replaced will be returned to the Seller at the purchaser's expense, if so requested by the Seller.
10.4 Where the Products are manufactured and supplied to the Seller by a third party, any guarantee given to the Seller in respect of the Products will be passed to the Buyer and the Buyer will have no other alternative from the Seller.
10.5 The Supplier will have the right in its absolute discretion to refund the purchase price of the faulty Products at the event the Cost has been paid.
10.6 The remedies included in this Clause are without prejudice and subject to other Requirements herein, for example, but without limitation, to states 11 and 12 below.
11.1 Regardless of any character will be incurred or approved by the Seller in respect of any representation made by the Seller, or on its own behalf, to the Buyer, or to any party acting on its own behalf, before the making of the contract in which such representations had been given or made in terms of :
11.1.1. The correspondence of the Products with any description or sample;
11.1.2. The caliber of the Products; or
11.1.3. The fitness of the Products for any purpose at all.
11.2 No responsibility of any character shall be approved by the Seller to the Buyer in respect of any express term of the contract in which such expression relates whatsoever to:
11.2.1. The correspondence of the Products with any description;
11.2.2. The caliber of the Products; or
11.2.3. The fitness of the Products for any purpose at all.
11.3 Except where the Buyer deals as a consumer all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Products, whether express or implied by statute or common law or otherwise are deducted by the contract to the fullest extent allowed by law.
11.4 For the avoidance of doubt that the Seller won't accept any claim for financial or consequential loss of any kind however causedby
12. Limitation of Obligation
12.1 Where any court or arbitrator determines that any component of Clause 11 above is, for some reason, unenforceable, the Seller shall be responsible for all damage or loss resulting from the Buyer but at a period not exceeding the Cost.
12.2 Nothing in these Conditions shall be construed in order to restrict or exclude the liability of the Seller for death or personal injury as a consequence of the Seller's negligence or that of its personnel or representatives.
13. Intellectual Property Rights
13.1 Where any Products supplied by people embody, comprise or comprise computer application(s) or associated instruction that the copyright in which is owned by a third party, all of obligations and rights connected to the usage and/or breeding thereof will be subject to the conditions of the relevant end user license, to the exclusion of duties and obligations on each part.
13.2 The Buyer will indemnify us from all liabilities for breach of third party intellectual property rights arising from our compliance with the purchaser's specific requirements concerning design or specification to the Products or originating from the usage of their Products in conjunction with other Products.
13.3 If that of the Products or the utilization thereof (subject as aforesaid) are held to constitute a breach of any intellectual property rights and the usage is consequently averted, the may at its expense and option either procure for the Buyer the right to keep on employing the Products or substitute the same using a non-infringing solution, or change the Products to ensure they eventually become non-infringing, or can opt to retake ownership of the Products and repay the purchase price. Subject to the foregoing, the Seller will be under no obligation for the Buyer for any loss, harm or enquiry, whether direct or indirect, resulting in any intellectual property right violation of their Products.
13.4 All Intellectual Property Rights produced from or arising because of the operation of any contract will, as far as not already vested, become the absolute property of the Seller, and the Buyer will do everything that is reasonably essential to make sure that such rights vest in the Seller from the implementation of appropriate instruments or the making of arrangements with third parties.
13.5 All orders are processed in view of the quality system components of ISO 9002 nevertheless the Products may have been procured by a quality guaranteed source unless there's an asterisk(*) from the applicable things.
14. Force Majeure
The Supplier will not be responsible for any delay or failure to carry out any of its obligations if the delay or failure results from events or circumstances beyond its reasonable control, such as but not restricted to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials in a natural source of distribution, and the Supplier will be entitled to a reasonable extension of its duties. In the event the delay stays for this period as the Seller considers absurd, it might without liability on its part, completing the contract or some component of it.
15. Relationship of Parties
Nothing in these Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Conditions shall be deemed to construe both of the parties as the representative of another.
16. Assignment and Sub-Contracting
The arrangement between the Buyer and Seller for the sale of Products will not be transferred or assigned, nor the operation of any liability sub-contracted, in either event from the purchaser, without the previous written approval of the Seller.
The failure by either party to enforce at any time or for any time any one or more of these Conditions herein shall be a waiver of them of their best at any time subsequently to enforce all Requirements of the Agreement.
If any provision or term of the Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the rest of the provisions hereof shall remain in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
19. No place off
The Buyer may not withhold payment of any invoice or other amount due to the Seller with any right of set-off or counterclaim that the Buyer might have or allege to have for any reason at all.
20. Complete Deal
These Conditions and any records comprising them integrated by these constitute the whole understanding and agreement between the parties.
21. Governing Law and Jurisdiction
This Agreement will be governed by and construed in accordance with the legislation of France and the parties hereby submit to this exception authority of the English courts.
22. Governing Law and Jurisdiction
This Agreement will be governed by and construed in accordance with the legislation of France and the parties hereby submit to the exclusive jurisdiction of the courts in France.