I - General
I.1 The placing of an order implies the irrevocable renunciation by the buyer of his own conditions of purchase: Any order placed with us implies acceptance of our General Terms and Conditions of Sale, to which no derogation may be made without our written agreement. If the buyer fails to inform our company by registered letter, at the latest within eight days of the dispatch of the acknowledgement of receipt of the order, of his disagreement with any of the provisions contained therein, he is deemed to have accepted them despite any stipulation to the contrary in his own documents.
I.2 In the event that one of the arrangements of these general terms and conditions is not accepted by the buyer or is declared invalid, the other arrangements shall remain applicable.
II - Technical characteristics and performance
The products we sell are exclusively intended for industrial use. Their installation requires the intervention of a professional who respects the professional rules and safety standards in place. Their technical characteristics are defined in the catalogues, drawings or specifications attached to our acknowledgements of receipt. Unless otherwise stipulated on the order acknowledgement, the installations and assemblies are carried out by the buyer under his sole responsibility.
III - Price
Unless indicated otherwise, our prices are tax free, unpacked material leaves from our factories or warehouses. If necessary, they are corrected according to the settlement date, by application of the revision formula shown on our offer. They take into account any price changes subsequent to the date of validity of the offer.
IV - Payment
IV.1 We grant a payment term of 30 days without discount to our regular customers who have an account in our records. In derogation of the previous paragraph, and without this being exhaustive, we reserve the right to increase or reduce this payment term, for example for any new account opening or in the event of a deteriorated financial situation.
IV.2 Any dispute regarding our delivered goods, or any expectation of a credit note, shall not constitute a reason for late payment or non-payment. Payment shall be deemed to have been made when it is made in full on the date specified on the invoice and after actual collection. In the event of non-payment of a due date, deliveries not yet made shall be temporarily suspended and all amounts due shall become immediately payable.
IV.3 The sums due shall bear interest at a rate equal to 3 times the legal interest rate in force plus 2 points. These late payment penalties shall be payable upon receipt of the notice informing the purchaser that they have been debited, without this clause affecting the payability of the debt. All collection costs shall be paid by the buyer. Any sum not paid on the due date shall give rise to the payment of a fixed indemnity for collection costs, the amount of which has been set at 40 euros in accordance with Article L.441-6 al. 12 of the Commercial Code.
IV.4 If an order is placed with us as part of a subcontracting agreement, the purchaser undertakes to have our company and our terms of payment approved by the client, and to justify this to us, in accordance with the law of 31/12/75.
V - Reservation of ownership
V.1 Our company retains full ownership of the goods sold until full payment of the invoiced price and effective collection. Until this date, the goods sold shall be considered as consigned to our custody and the buyer shall bear the risk of any damage that these goods may suffer or cause for any reason whatsoever.
V.2 Until the price has been paid in full, the buyer is prohibited, under penalty of damages, from integrating the goods sold with other products, from making changes or transformations to them and/or from moving them from their usual storage locations.
V.3 Until full payment of the price, the products must be insured by the buyer. The insurance contracts must contain an express reference to the property rights of our company.
V.4 In the event of non-performance by the purchaser of any of its obligations and eight calendar days after a formal notice by registered letter with acknowledgement of receipt has remained wholly or partially without effect, our company may invoke the present retention of title clause stipulated for its sole benefit. The products must then be immediately returned to our company at the first request of the latter or claimed at the expense and risk of the buyer.
V-5 The implementation of this retention of title clause is without prejudice to the rights of VULCANIC to opt at any time for compulsory execution of the sales contract.
VI - Drafting of orders
We recommend that the names and references in our catalogues be used to designate our standardized products. In the event of an error or inaccuracy in the wording, the goods manufactured will not be taken back.
VII - Delivery - deadline
Delivery times are given as an indication only. The delivery time starts on the date of dispatch of the order confirmation.
VII.1 Regardless of the destination of the products and the conditions of sale, and even if the terms of payment are carriage paid, the delivery and transfer of risk of the products are carried out in our factories or warehouses by making the products available to the customer, packaged or packed in accordance with the type of shipment initially chosen by the customer, for information purposes. The purchaser may not refuse the products for supply outside the time limits indicated. Under no circumstances may exceeding the deadlines indicated, whatever the cause, lead to the cancellation of the order, the payment of damages or penalties of any kind.
VII.2 In the event of the occurrence of any circumstance subsequent to the conclusion of the sale that has the legal character of force majeure or fortuitous event and prevents its execution under normal conditions, our company shall be released from all responsibility and from any obligation to deliver, without compensation of any kind to the benefit of the buyer.
VII.3 As the delivery is made in our warehouses, the products travel at the buyer's risk and are deemed to be in good condition before loading by the customer or his carrier. In the event of shortage, damage or deterioration, the purchaser must make reasoned reservations on the delivery note given by the carrier, and confirm them by registered letter within three days of receiving the products. A copy of this letter must be sent to our company.
VIII - Conformity and visible defects
It is the customer's responsibility to ensure that the products offered are suitable for their needs and application. Our guarantee only applies to the conformity of the products and the materials of which they are made according to their definition plan, manual or technical specification. The buyer has a firm period of eight days from the date of first presentation of the equipment at the place agreed on the order acknowledgement, or if not, on the delivery note, to formulate reservations concerning the goods or the wording of the invoice. Parts that do not conform to the order or are affected by an apparent defect must be returned, after agreement by our company, carriage paid, to our workshops. After the aforementioned period of eight days, deliveries shall be irrefutably deemed to be in conformity with the order, and without any apparent defect.
IX - Hidden Vices
IX.1 The guarantee of our company in respect of any hidden defects making the delivered material unfit for its purpose in the context of normal use, can only be implemented on the condition that the defect has been reported, under penalty of inadmissibility, within a period of six months from the date of delivery of the products.
IX.2 Whatever the defect detected or the reason invoked in its implementation, the guarantee is limited to the repair in our workshops or the replacement of parts which will have presented a defect or a design fault after contradictory examination by our control service, with the formal exclusion of any compensation for dismantling and reassembly, disturbance of use, existence of other direct or indirect damage borne by the purchaser and/or third parties and this, whatever the importance and the duration of the repair or replacement. As the liability of our company is strictly limited to the terms of the above guarantee, our company shall not be liable to the buyer for any damage suffered such as accidents to persons, damage to goods other than the object of the contract, loss of profit, temporary disablement of the equipment, commercial disturbance, payment of compensation to third parties, etc... Our company excludes all liability for product safety defects, regardless of the damage.
IX.3 In all cases, our guarantee does not apply, in particular to the following cases: products transformed or integrated into other products, products repaired outside our workshops, abnormal use, failure to comply with the instructions for use, commissioning or maintenance, installation that does not comply with the rules of the art and safety, destruction by mechanical impact, corrosion or scaling.
IX.4 Our company does not guarantee the industrial and economic performance of the products sold and does not guarantee any result from their use.
X - Resolutive clause
In the event of non-performance by the purchaser of any of his obligations under an order, the sale will be cancelled automatically and without formality if our company sees fit, eight calendar days after a formal notice by registered letter with acknowledgement of receipt, which has remained wholly or partly without effect. In this case, the buyer's default authorizes VULCANIC to take back the products already delivered, subject to all damages and interest. If the purchaser fails to allow the goods to be taken back, our company may be authorized to do so by a simple summary order.
XI - Jurisdiction
Any dispute or litigation relating to the formation, performance or termination of contractual obligations, regardless of the conditions of sale and the method of payment accepted, even in the event of a warranty claim or multiple defendants, or in the event of an international dispute, shall be submitted to the Commercial Court of Bobigny. Our sales are governed solely by French law, to the express exclusion of any international convention and any rule of conflict of law that may lead to the application of other rules. The documents written in French are the only ones that have contractual value and are the only ones that are authentic between the parties.
VULCANIC S.A.S.
CAPITAL 7,940,269 - R. C. BOBIGNY B 347 592 172 - SIRET 347 592 172 00014