General Conditions of Sale

Opposability of the general conditions of sale. The act of making an order implies the full and unreserved acceptance by the buyer of these GCS, to the exclusion of all other documents such as a prospectus or catalogues issued by the vendor for information purposes only. No other specific term or condition can take precedence over the GCS without the express written approval of the vendor. Any conflicting condition imposed by the buyer will therefore, in the absence of the vendor's express approval, be unenforceable against the vendor, regardless of when the vendor was informed of it.
  An order is only finalised when confirmed in writing by the company "PRODUITS INDUSTRIELS LORRAINS". The vendor is only bound by an order taken by a representative or employee subject to written and signed confirmation. Acceptance is also implied by the dispatch of the products.
  A request from the buyer to change or cancel the order can only be considered if it is made in writing before the products are despatched. If the vendor does not approve the change or cancellation, advance payments made up to eight days after confirmation of the order will not be refunded.
  Delivery will be effected by providing the goods directly to the buyer, by sending the buyer a simple notification of availability, or by a carrier to the address indicated by the buyer. The buyer undertakes to take delivery within eight days of the notification of availability. Once this deadline has expired, the vendor may consider the order to have been withdrawn and the sale unilaterally cancelled by the buyer.
  Deliveries will be made according to availability and in the order in which orders are taken.  The vendor is authorised to make either full or partial deliveries. Delivery times are given as precisely as possible, but depend on the vendor's supply and transport options. Failure to comply with a delivery deadline shall not give rise to damages, retention or cancellation of the order. However, if the product has not been delivered one month after the indicated delivery date for any reason other than force majeure, the sale may then be cancelled at the request of either party and the buyer may obtain a refund of any sums paid, to the exclusion of any other compensation or damages. Force majeure events releasing the vendor from the delivery obligation include: war, riot, fire, strikes, accidents and the unavailability of supplies. In all cases, delivery may only be effected if the buyer is up to date with his/her commitments to the vendor, regardless of the cause of any problems. If the customer is responsible for a delay in delivery, he/she will be liable to pay the company "PRODUITS REDEVABLES LORRAINS" default interest calculated at the legally stipulated rate, as well as a storage charge calculated before tax at a rate of 1.5% per month of the ICT sale price of the goods concerned.
  Products may be delivered at the vendor's expense or on the basis of payment at the delivery address; they travel at the risk of the addressee, who is responsible, in the event of damaged or missing items, for making any necessary reports and expressing any concerns by an extra-judicial process or by registered letter with acknowledgement of receipt to the carrier within three days of receiving the goods.
  Without prejudice to any arrangements with regard to the carrier, claims concerning visible defects or the failure of the product delivered to match the specifications of the product ordered or on the delivery sheet must be made in writing within eight days of the arrival of the products. The buyer is responsible for providing evidence of the defects or anomalies reported. The buyer must allow the vendor the opportunity to confirm and remedy these defects. In the meantime, the buyer will refrain from taking action personally or via a third party.
  Any product return must be subject to a formal agreement between the vendor and the buyer. A product returned without such an agreement will be held for the buyer and no credit note will be issued. Products are always returned at the expense and risk of the buyer.
  The company "PRODUITS INDUSTRIELS LORRAINS" is only responsible for hidden defects as defined in article 164 1 of the Civil Code that are noticed within twelve months of the risk transfer date, provided that the company "PRODUITS INDUSTRIELS LORRAINS" is notified of them in writing within three days of their being discovered by the customer. Any return accepted by the vendor will generate a credit note in favour of the buyer, after verification of the quality and quantity of the goods returned. In the case of a visible defect or the non-compliance of the products delivered, properly noted and reported by the buyer in accordance with the provisions of article 8, the buyer may have a free replacement or reimbursement for the products purchased, as decided by the vendor, to the exclusion of any compensation or damages.
  Products are supplied at the price applicable at the time the order is received. Prices are net ex works, excluding packaging, whether they are goods taken from the warehouse of "PRODUITS INDUSTRIELS LORRAINS" or direct from the factory or foundry. All taxes, fees, levies, duties and other charges related to French regulations or the regulations of an importing or transit country are payable by the buyer. Prices of imported goods are calculated on the basis of the exchange rate of the currency of the country of origin on the date the purchase contract is agreed. The company "PRODUITS INDUSTRIELS LORRAINS" reserves the right to change its prices up to the limit of the changes in exchange rates prior to the date of payment.
  An invoice is drawn up for each delivery and issued at the time of delivery, unless a delivery slip has been issued, in which case a summary invoice covering all delivery slips issued will be prepared every eight days. This invoicing will include all of the items referred to in article 31 of the Order of 1 December 1986 and in particular any discounts given and the discount terms applicable in the event of payment on a date prior to that resulting from application of the general conditions of sale.
  Invoices are payable net, without costs, to the registered office of "PRODUITS INDUSTRIELS LORRAINS". In the case of deferred payments or installments, a payment is deemed to be defined under the terms of this article, not simple by delivery of a commercial paper or cheque as a promise to pay, but by settlement on the agreed due date.
  If a payment is late, the vendor can suspend all orders in progress, without prejudice to any other possible form of action. Any sum that remains unpaid on the due date shown on the invoice, whether or not it is identical to that referred to in the general conditions of sale, will result in the application of penalties of an amount equal to one and a half times the legal interest rate. These penalties may be invoked by a simple demand from the vendor. In the event of a failure to pay, 48 hours after an unsuccessful final demand the sale will be automatically cancelled at the discretion of the vendor, who may summarily demand the return of the products, without prejudice to any other damages. The cancellation will affect not only the order in question but also any earlier unpaid orders, whether already delivered or in the process of being delivered, and whether or not payment is overdue. In the case of payment by commercial paper, failure to return the paper will be considered as a refusal of acceptance amounting to a failure to pay. In the same way, when paying by installments, a failure to pay one installment will result in an immediate requirement to repay the whole of the debt without notice. In all of the preceding cases, sums due for other deliveries or for any other reason will become due immediately if the vendor does not opt for the cancellation of the corresponding orders. The buyer will be obliged to reimburse all of the costs incurred by the contentious recovery of the sums due, including legal expenses. In no circumstances may payments be suspended or become subject to any form of compensation without the prior written agreement of the vendor. Any partial payment will first be deducted from the non-preferential part of the debt, then from those sums that have been outstanding for the longest time.
  Any deterioration in the buyer's credit may justify a requirement for collateral security or settlement in cash or by bank draft payable on demand, before completing any orders received. This will be particularly applicable if there is any change in the debtor's capacity, professional activity, in executive management or in the legal form of the company, or if the buyer's business is sold, leased out or pledged as security resulting in an unfavourable effect on the buyer's credit.
  The transfer of risks on products takes place when they are removed from the vendor's warehouse or, in the case of direct delivery to the customer of "PRODUITS INDUSTRIELS LORRAINS", from the factory or foundry. Goods in transit travel at the buyer's risk.
  The vendor retains ownership of the goods sold until the sale price has been paid in full. Failure to pay any of the installments may lead to recovery of the goods. These provisions do not prevent the delivery of the goods implementing the transfer of risks of loss of or damage to the goods sold as well as any damages they might give rise to.
  Other than those sold, packages are assigned to the customer. The packaging costs are payable along with the product price and subject to the same conditions set out in article 12. These costs may be reimbursed by charging an account or by cash payment and are payable only after the vendor has received the returned packages. The empty packages must be returned in good condition and at no cost to the company within a period of no more than one month, after which the vendor reserves the option of not accepting them. Packages bearing the vendor's brand name may only be used for the vendor's products and may not under any circumstances be used for any products other than the vendor's. Any violation of this rule will lead to legal action against the perpetrator and the payment of damages.
  Before taking any contentious action, the parties will seek an amicable agreement. If this proves impossible, the competent courts in NANCY will deal with any litigation concerning the termination, execution or breach of the order.