The seller refers to the company issuing the offer and/or the acknowledgement of placing of order: Tolmega S.A.S.
These general conditions of sale shall cancel and replace any previous conditions and are modifiable without notice. They constitute the legal basis of the contracts of sale between the seller and its clients regarding all provisions not subject of specific agreements, which are accepted by the seller in writing.
Prices and general details (including technical information and plans) offered on line, prospectuses and tariffs are only given for indication purposes, are subject to change without notice and shall not be binding on the seller until after express confirmation.
The offer for sale is the seller's commercial proposal to the client in response to the latter's invitation to quote and the accompanying specification. It refers to the goods to be supplied, defines the seller's price and states the limit of its obligations and responsibilities. The offer for sale shall not be considered as a firm offer unless it quotes a validity period during which the client is free to accept.
The order shall represent a promise to buy, which is irrevocably binding on the client and which may require the seller's acknowledgement of receipt within eight days of it being placed. An order for supply from catalogue can only be cancelled with the seller's agreement: goods supplied will be returned in as is condition at the cost of the client, who will also pay the cost of any deterioration as well as an amount of compensation for cancellation of order equal to 20 % of the order price. Orders for the supply of specially prepared or transformed products cannot be cancelled. The seller shall only be bound by the conditions of its express acceptance in the acknowledgement of order receipt and within the limits of specifications, standards, limitations or uses listed by it. The sale contract shall be considered made, when the seller has acknowledged order receipt. A firm delivery date is only given after payment of the deposit specified in the offer or the acknowledgement of order receipt and/or communication by the client of the documents required for performance of the contract.
Our prices are agreed on the basis of ex-works of seller or ex-store of seller, goods packed in standard packaging for normal transport conditions by lorry for consignees in metropolitan France and in complete and indivisible parcels. Any special packaging will be charged extra. Any order of net value below ¤80.00 excl.VAT after discount and excluding packaging and delivery will be increased so as to reach the minimum order value of ¤80.00 excl.VAT/packaging & delivery.
Delivery shall be considered as made in the factories or stores of the seller. Goods shall be delivered either directly to client, or through simple notification of availability, or by release to a forwarder or carrier nominated by the client or, if none so nominated, chosen by the seller. The transfer of risk to the client shall take place at the moment of delivery as defined above, notwithstanding the right of reservation of ownership.
Unless a firm delivery date is specified by express agreement, delivery dates are mentioned for indication purposes only and shall not be grounds for cancellation of order or payment of compensation. The delivery time provided for shall be extended in case of force majeure and in case of late payment of deposit and/or of communication of the documents required for performance of the contract.
Since shipment comprises the operations of transport, customs clearance and insurance, it shall be organised by the seller as authorised agent of the client.
Even in case of sales on free delivered terms, and notwithstanding the provisions relating to reservation of ownership, goods supplied by us shall travel at the risks and perils of the consignee, who shall be responsible for verifying that they arrive in good condition. If applicable, the consignee shall make the usual reservations with the carrier on receipt and shall claim remedy from this carrier. In case of agreement to ship goods on free delivered terms, these terms shall only apply for the first delivery or the first presentation, if several are necessary. In case of late shipment due to the buyer or in case the latter fails to collect goods made available, the seller shall be entitled to place the goods in store and to handle them, where the buyer shall be responsible for the costs and risks thereof, without applicability of any modification of the payment terms and guarantee.
On arrival of each delivery, the buyer must ensure that it conforms to the consignment note and order. Complaints will only be considered if made in writing and providing they give full details and are sent to the seller within a time limit of 8 days from delivery in the case of shortages and within a time limit of 15 days in case of visible defects.
Our invoices shall be payable at the seller's registered office address at 30 days from shipment date, net and without discount. Accepted and domiciled bills of exchange shall be returned within 15 days of mailing. A discount equal to bank base rate will be allowed for early payment calculated from the number of days by which payment is made early and the payment amount. The VAT element in the discount will reduce the amount of VAT deductible by the client. In case of late payment or late acceptance of drafts, the seller reserves the right to suspend deliveries, only to deliver against guaranteed payment or to cancel orders pending delivery. In application of the law 92-1442 of 31 December 1992, any late payment shall give rise to a penalty, ipso jure, calculated by applying an interest rate to the sums owing equal to 1,5 times the legal interest rate, where this penalty shall not impinge on the payability of the debt. Any late payment that causes the seller to take action for recovery of the debt by collection agencies/through legal channels will bring about the refund by the debtor of the costs thereof, the debtor paying an amount of compensation equal to 15 % of the unpaid amount.
The seller shall remain owner of the goods delivered until actual payment of the full price, in principal and associated costs, is received; actual payment is understood to mean unrestricted receipt of the price in cash (law 80335 of 12 May 1980)
Before such date:
- the risks shall be transferred to the client, who assumes the responsibility for any damage suffered or caused to the goods and shall insure them against these risks
- the client undertakes to store the goods such that they are recognisable
- the client may not, under penalty of payment of damages for improper resistance, refuse to return the goods. In case of the resale or transformation of the goods before transfer of ownership, the buyer shall assign the debts of the subsequent acquiring parties to the seller, ipso jure, where such assignment shall be in the amount of the sums still owing.
The goods supplied are guaranteed against any manufacturing defect that may cause prejudice on their use. In case of abnormal use and, in particular, use under conditions that do not comply with the sale contract, the right of guarantee shall be forfeited. The seller's obligation shall be limited to the delivery of replacement parts for parts with non-conformity, to the exclusion of any other claim by the buyer. Parts agreed to have a non-conformity shall be returned, carriage charges unpaid, where the seller shall reserve the right to choose the carrier. Claims under guarantee can be made within the maximum time limit, i.e. within 15 days from date of delivery for visible non-conformities on delivery, and within one month for other non-conformities. Complaints will not be admissible if presented after this time limit.
The seller's contracts shall be governed by French law. In case of dispute, the parties shall seek an amicable solution. Failing such amicable solution, the parties expressly agree
that the Commercial Court in the jurisdiction of the registered office address of the seller shall have sole competence to settle any dispute relating to the contract; however, in case the seller should be the plaintiff, it reserves the right to refer the dispute to the Court in the jurisdiction of the client's head office and, in such case, may waive application of French law. No waiver of this clause attributing jurisdiction shall be admissible either in case of introduction of third parties or in case of more than one defendant, or in case of payment by negotiable instruments.