General Terms and Conditions of Sale
1- SCOPE OF APPLICATION
These General Terms and Conditions of Sale ("GTCS") apply, in the absence of a specific contract duly signed by the PARTIES, to any purchase made by the CUSTOMER from the company SAUREA SAS, registered with the Auxerre Trade and Companies Register under No. 819 426 164, whose business is the manufacture and marketing of metallurgy products, and in particular of solar motors. By validating his/her order, the CUSTOMER simultaneously accepts these GTC. These may be modified at any time, so it is recommended to read them at the time of each purchase.
In these GTC, the terms below are defined as follows: - SUPPLIER" means the company SAUREA SAS. - CLIENT" means any public or private entity, except for private individuals, under which an economic activity is carried out using appropriate personnel, premises and equipment, and which contracts the supply of EQUIPMENT and/or SERVICES from the SUPPLIER in return for payment. - EQUIPMENT" means the products and documentation supplied by the SUPPLIER under the CONTRACT. - "SERVICES" means the services and documentation provided by the SUPPLIER under the CONTRACT. - CONTRACT" refers to the contract between the SUPPLIER and the CLIENT, hereinafter referred to as the "PARTIES". The CONTRACT consists of the following elements: - The special conditions, - These GTC, - The technical and administrative specifications and requirements which define the procedures to be followed by each of the PARTIES for the proper performance of the CONTRACT. These GTCS supersede any printed or handwritten purchase clauses that may be contrary to them, unless specifically agreed in writing by SUPPLIER. In the event of a discrepancy or contradiction between the provisions of one or more contractual documents, the order of priority shall be that set out in the list above.
3.1 - Quotes
All the SUPPLIER's offers shall be in writing: the SUPPLIER shall not be bound by any verbal offer. The information and details given in the SUPPLIER's brochures and website are for guidance only.
3.2 - Placing an order
The placing of an order on the SUPPLIER's online sales site will require the creation of a CUSTOMER account, and will only be authorised once the SUPPLIER has validated this account. All other orders must be sent to the SUPPLIER exclusively in writing and must include an order number, the CLIENT's contact details and identity (VAT number, SIRET number, registration number, etc.). Reference must be made to the SUPPLIER's quotation, if any, and the description of the EQUIPMENT ordered, the price, the quantity, and the delivery and invoicing addresses must be clearly stated. Any specific documents required by the SUPPLIER to take account of the order must be attached to it.
3.3 - Execution of an order
The CLIENT certifies that all information and documents sent to the SUPPLIER are complete and accurate. In the event of an error, the SUPPLIER will not be held responsible for being unable to deliver the product. Execution of the order will not commence until the SUPPLIER has expressly accepted it and, where applicable, received full payment.
3.4 - Modification of an order
Any change to an order requested by the CLIENT will only be taken into consideration if it has been expressly accepted by the SUPPLIER. Changes agreed between the SUPPLIER and the CLIENT will only be applicable after written agreement by both PARTIES, even if such changes do not lead to changes in price and/or deadlines. Any change in the CLIENT's order or situation (governance, company name, address, etc.) that entails costs for the SUPPLIER may, under certain conditions, lead to additional costs for the CLIENT, and/or to termination of the CONTRACT under the conditions set out in Article 12 herein.
3.5 - Cancellation of an order
No cancellation or return of EQUIPMENT shall be valid without the SUPPLIER's written agreement. Unless otherwise stipulated in the CONTRACT, the CLIENT will be charged a cancellation fee of at least 10% of the total net amount of the said order, excluding VAT. Costs already incurred at the date of cancellation and inherent in the supply and/or manufacture of the EQUIPMENT will be invoiced in addition.
4- PRICES, INVOICING AND PAYMENT CONDITIONS
4.1 - Prices
The supply of EQUIPMENT and SERVICES shall be invoiced. Prices are exclusive of tax and are not subject to revision for unpackaged EQUIPMENT and are ex works. They are valid for orders received by the SUPPLIER within one month of the date of the quotation. Postage and packing costs are extra. For deliveries in France, the applicable VAT will apply. For deliveries outside France, the CLIENT will be responsible for all local taxes and customs duties, if any.
4.2 - Minimum billing
The SUPPLIER's minimum invoice is 50 euros net of VAT, excluding postage and packing.
4.3 - Terms of payment
The SUPPLIER's terms of payment form an integral part of its conditions of sale. Payments shall be due in accordance with the terms and conditions set out in the quotation, contractually stipulated, or indicated on the online sales site. Any complaint about an invoice must be made within 10 days of receipt. Payments may not be delayed under any pretext whatsoever, even in the event of a dispute, nor may they be subject to any compensation or deduction of any kind. Any complaint or claim by the CLIENT may in no case have the effect of deferring or suspending its payments. Pursuant to Article L 441-6 of the French Commercial Code in force, any late payment shall render the payment due by operation of law, from the first day following the date of payment shown on the invoice:
1/ late payment penalties calculated by applying to the totality of the sums outstanding a rate equal to the ECB refinancing rate plus 10 points, but not less than 3 times the legal interest rate.
2/ A fixed indemnity for collection costs, amounting to 40 euros in accordance with Decree 441-5 of the Commercial Code in force. Pursuant to the aforementioned Article L441-6, when the collection costs incurred exceed the amount of this fixed compensation, the SUPPLIER shall also be entitled to request additional compensation, where justified.
3/ A penalty clause of 15% of the amount of the invoice including VAT.
5.1 - Delivery times
Delivery times must be confirmed by the SUPPLIER. They will apply once the SUPPLIER has sent a written acceptance of the order. The SUPPLIER's undertakings regarding delivery times are subject to the CLIENT's compliance with its own obligations within the time allowed (information, validation, payment, supply of documents, products and/or materials required to perform the CONTRACT, etc.). Delivery deadlines will be extended by operation of law in the event of delays for which the SUPPLIER is not responsible, or in the event of Force Majeure (cf. Article 11) making it impossible for the SUPPLIER to perform all or part of the CONTRACT. Unless expressly agreed, no penalty for delay will be accepted.
5.2 - Storage costs
In the case of orders placed ex works, failure to collect the EQUIPMENT manufactured and made available to the CUSTOMER will result in the invoicing of a storage cost penalty of 0.4% per day of the total amount excluding VAT of the CONTRACT, with a minimum of 10 euros/day from the 6th working day of late collection. Unless specifically agreed otherwise, beyond 30 working days of late collection, the cancellation procedure (cf. article 3.5) will take effect. The risks associated with the EQUIPMENT not collected as soon as it is ready are borne by the CLIENT.
5.3 - Packaging-Transport
In the absence of special instructions, packaging is carried out in the CLIENT's best interests for the protection of the EQUIPMENT. Packaging is not taken back. If special packaging is requested, the CLIENT will be invoiced for the extra cost incurred. If transport is organised by the SUPPLIER, the choice of carrier will be his and the costs will be invoiced to the CLIENT. In all cases, it is the CLIENT's responsibility to check the condition of the EQUIPMENT on receipt, to make any necessary reservations to the carrier immediately and to inform the SUPPLIER in writing within 48 hours.
5.4 - Failure to take charge
In the event that the CLIENT fails to take delivery for reasons of absence, and if the latter exceeds the period of representation provided by the carriers, the EQUIPMENT will be systematically returned to the SUPPLIER. The reshipment of the EQUIPMENT will then be carried out on request and the additional costs incurred will be borne by the CLIENT.
6- TRANSFER OF RISK - RETENTION OF TITLE
From the time of delivery as defined by the INCOTERMS® indicated in the CONTRACT, the CLIENT will be liable for any damage that the EQUIPMENT may suffer or cause for any reason whatsoever. The SUPPLIER will retain ownership of the EQUIPMENT until the CLIENT has paid all the sums due under the CONTRACT, including taxes and accessories. Payment will not be deemed to have been made until the SUPPLIER has received all the funds. No title of any kind creating an obligation to pay shall constitute payment. In the event of the CLIENT failing to pay on time or in the event of any breach of this clause, the SUPPLIER will be entitled to demand the return of the EQUIPMENT at the CLIENT's expense until the CLIENT has fulfilled all his commitments. The CLIENT, in order to resell the EQUIPMENT sold under reserve of ownership, must either pay cash or be authorised in writing to resell it by the SUPPLIER. Authorisation to resell will be withdrawn from the CLIENT by operation of law should the latter cease to make payments. However, in return for authorisation to resell, the CLIENT shall irrevocably assign to the SUPPLIER all claims arising or to arise from the resale. The CLIENT shall refrain from entering into any agreement with any person whatsoever that cancels or diminishes the SUPPLIER's rights resulting from the assignment of the claim. The fact that the SUPPLIER does not exercise the rights granted to him by the assignment of the claim shall not in any way constitute a waiver of the right to avail himself of the assignment of the claim at a later date, should the SUPPLIER deem it appropriate.
The SUPPLIER guarantees the EQUIPMENT against any latent defect resulting from a manufacturing or design fault that makes the EQUIPMENT unfit for the use for which it was contractually intended. In accordance with Article 1642 of the Civil Code, the SUPPLIER will not be held liable for apparent defects of which the CLIENT has been able to convince himself. The SUPPLIER will not be held liable for the consequences of failure to supervise, or of poor installation, use and/or maintenance of the EQUIPMENT. The SUPPLIER will be liable for defects only under the contractual conditions of use and normal use of the EQUIPMENT installed in accordance with good practice. The SUPPLIER will not be held liable for any defects in performance that do not depend on the quality of the EQUIPMENT.
7.1 - Duration
For EQUIPMENT manufactured by the SUPPLIER, the duration of the guarantee is fixed at 2 years from the date of invoice. This guarantee is 10 years from the date of invoice for EQUIPMENT (photovoltaic engine excluding accessories) if it is properly installed and operates with the optional safety device recommended by the SUPPLIER in its documentation. After the initial warranty period, spare parts and repairs carried out by the SUPPLIER will be guaranteed for a period of 6 months from the date of invoice. For EQUIPMENT not manufactured by the SUPPLIER (panels, gearboxes, other accessories, etc.) the warranty shall be that of the manufacturer, and the acceptance or rejection of this warranty shall be the responsibility of the said manufacturer.
7.2 - Execution modalities
The warranty may only be invoked if the obligations incumbent on the CLIENT (in particular, the terms of payment and the instructions given in the INSTRUCTIONS) are complied with in full. The CUSTOMER shall inform the SUPPLIER without delay, in writing and within the limit of the guarantee period, providing all information likely to characterise the nature of the defect found. The CLIENT shall give the SUPPLIER every opportunity to ascertain the defect and to remedy it after expert assessment. If the SUPPLIER is found to be liable, the SUPPLIER will modify, repair or replace, at his discretion, the EQUIPMENT found to be defective. The warranty will be limited to the replacement, at the SUPPLIER's factory, of the parts found to be defective, which must be returned to the SUPPLIER in the same condition and with postage paid. This replacement shall not entail any extension of the initial warranty period for the EQUIPMENT, nor shall it entitle the SUPPLIER to any penalty or indemnity whatsoever. Should the expert assessment require the SUPPLIER to observe the EQUIPMENT in service, the SUPPLIER will be liable only for the technical intervention itself on the EQUIPMENT. Travelling expenses, waiting time, the provision of working and inspection equipment, and dismantling and reassembly operations will be borne by the CLIENT. In the event that the SUPPLIER is prevented from intervening in whole or in part, the CLIENT will be invoiced for the entire cost.
7.3 - Exclusions from the guarantee
The following are excluded from the guarantee: - Defects arising from equipment proposed by the customer; - Normal wear and tear of the EQUIPMENT, including wearing parts; - Any damage originating independently of the SUPPLIER: negligence, faulty storage, installation, use, supervision, maintenance, or incorrect operation attributable to parties other than the SUPPLIER; Example: Incorrect installation due to failure to comply with the SUPPLIER's instructions or with current good practice (poor electrical connection (polarity, overvoltage, non-continuous current, etc.), abnormal mechanical stresses or torques due to poor installation, etc.), faulty use or maintenance; Failure to comply with the climatic environment specified in the INSTRUCTIONAL NOTES of the EQUIPMENT. - Failure of the EQUIPMENT resulting from the CLIENT's decision to carry out modifications or repairs himself or to have them carried out by third parties. In the event of use other than that recommended in the CONTRACT, the guarantee will be cancelled.
8- RETURN OF EQUIPMENT
All returns of EQUIPMENT shall be subject to prior written authorisation by the SUPPLIER. This agreement will be sent to the CLIENT and must be enclosed with the returned EQUIPMENT, carriage paid. The number of this agreement must be clearly indicated on the package.
9- RECYCLING AND END-OF-LIFE OF WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT (WEE)
In accordance with the provisions of the French Environment Code and in relation to professional Waste Electrical and Electronic Equipment (WEEE) (art. R543-195 et seq.), the SUPPLIER will join eco-organisations approved by the public authorities under the conditions defined by art. R543-197: ECO-SYSTEM for motors and SOREN for photovoltaic panels (IDU FR028427_05WPB5). The SUPPLIER thus guarantees that the CLIENT will be able to benefit from the collection and recycling scheme offered by these organisations for WEEE from the professional EQUIPMENT it has placed on the market in France. This EQUIPMENT will then be decontaminated and recycled in a high environmental performance channel. More information on www.ecosystem.eco/fr and www.soren.eco. Outside France, it is up to each distributor to comply with local regulations.
10- CONFIDENTIALITY - INDUSTRIAL AND INTELLECTUAL PROPERTY
10.1 - Any studies, results, documents, data, plans and information, whether patentable or not, or software developed by the SUPPLIER, communicated by the SUPPLIER to the CLIENT or coming to the knowledge of the latter in the course of the performance of the CONTRACT will remain the exclusive property of the SUPPLIER. All the above-mentioned documents, and more generally all information communicated by the SUPPLIER to the CLIENT, will be deemed confidential. It may not be communicated by the CLIENT to anyone other than authorised personnel. It may not be copied, reproduced, transmitted or communicated in any way by the CLIENT to third parties, or used for purposes other than those for which it was intended, without the prior written authorisation of the SUPPLIER. This obligation of confidentiality will be maintained beyond the duration of the order, for a period of 15 years.
10.2 - In general, as soon as either party becomes aware that the performance of the CONTRACT may infringe the industrial property rights of third parties, or as soon as a third party makes the first representation against the SUPPLIER or the CLIENT, the PARTIES shall provide each other with all the information and elements that may infringe such rights.
10.3 - The CLIENT may not use the SUPPLIER's trademarks for advertising purposes without the SUPPLIER's prior written consent.
11- FORCE MAJEURE
The SUPPLIER shall not be deemed to be in breach of his contractual obligations to the extent that such breach is due to an event beyond the control of the SUPPLIER or his subcontractors, which could not reasonably have been foreseen at the time of the conclusion of the CONTRACT, and which cannot reasonably be avoided or overcome. The following shall be considered as Force Majeure events: natural disasters, bad weather, fire, strikes, work stoppages, epidemics, pandemics, sabotage, seizure, energy restrictions, interruptions or delays in transport or means of communication, acts or regulations issued by public, civil or military authorities (including delays in obtaining authorisations or permits of any kind), embargoes, general mobilisation, insurrection, requisition, acts of terrorism, war, etc. Notification: The Party invoking force majeure shall inform the other Party immediately by any means as soon as it learns of the occurrence of such event. It shall provide all necessary evidence, an explanation of the nature of the force majeure, an indication of its foreseeable duration and inform the other PARTY of the measures taken or envisaged to put an end to the force majeure. It shall also inform the other PARTY immediately and by all means of the end of the force majeure. Termination: The PARTIES shall endeavour to find, by mutual agreement, a solution to the difficulties caused by the force majeure. In the absence of agreement between the PARTIES and in the event that the force majeure event lasts for more than 120 days or if the performance of the CONTRACT is rendered unreasonably onerous, each of the PARTIES shall have the right to terminate this CONTRACT by notifying the other PARTY by recorded delivery. In such a case, the CLIENT undertakes to reimburse the SUPPLIER for all costs incurred in the performance of the CONTRACT. Any part of the EQUIPMENT completed at the date of termination will be definitively acquired by the CLIENT, who undertakes to pay the price.
12- RESOLUTORY CLAUSE
In the event of the CLIENT's failure to fulfil any of its contractual obligations, the sale may be cancelled ipso jure and without formality, if the SUPPLIER sees fit, fifteen (15) days after formal notice has been given by registered letter with acknowledgement of receipt, subject to any damages and interest to which the SUPPLIER may be entitled.
13- LIMITS OF LIABILITY
The SUPPLIER will not be liable for any indirect and/or consequential damage, such as loss of profit, loss of production, loss of earnings, damage to brand image, etc., caused to the CLIENT or to third parties. The CLIENT shall be liable to the SUPPLIER for any claims by third parties for such damage. The amount of compensation payable by the SUPPLIER for damage to property caused to the CLIENT in the course of and as a result of the performance of the CONTRACT shall not exceed the amount, exclusive of tax, of the sums received under the CONTRACT.
14- SETTLEMENT OF DISPUTES
French law and French law alone shall apply to the interpretation and execution of these GTC. The PARTIES expressly agree that any dispute arising from the interpretation or performance of the CONTRACT shall be submitted, in the absence of amicable settlement, conciliation or arbitration, to the Commercial Court of AUXERRE (89000).
15.1 - The CLIENT shall comply with all applicable laws, rules and regulations relating to exports from France and the European Union and by signing this AGREEMENT confirms that it will comply with the requirements of such laws, rules and regulations including, without limitation, all applicable export control, embargo, anti-boycott and other related laws
15.2 - The EQUIPMENT purchased from the SUPPLIER shall not be exported, re-exported, sold or transferred by the CLIENT in violation of any applicable European Union law or regulation. 15.3 - The CLIENT will be responsible for obtaining all licences and permits to satisfy any formalities that may be required to import the EQUIPMENT in accordance with the laws or regulations in force in the country of destination.
15.4 - The EQUIPMENT purchased from the SUPPLIER shall not be used, directly or indirectly, in nuclear explosive activities or in dangerous protected nuclear activities, or in the design, development, production, storage or use of chemical weapons, biological weapons or missiles. The CLIENT shall notify the SUPPLIER of any such intention.
16- ETHICAL BUSINESS PRACTICES
The SUPPLIER shall require business practices and manufacturing processes that comply with all applicable laws and regulations, including transactions that respect ethical business practices. The SUPPLIER and the CLIENT undertake not to engage in any activities that may be in breach of applicable law or of their respective codes of ethical business practice, whether by the two PARTIES themselves, their employees, agents, representatives or other intermediaries.