These General Terms and Conditions of Sale (GTCS) aim at governing the contractual relationships between Satisform® (hereinafter referred to as the "Seller"), having its head office at 28 rue de Villeneuve – 72650 Saint Saturnin - France, an 'SAS' company with a capital of €50,000, registered in Trade Register (RCS) of Le Mans under the number 480 393 636, and its customers (the "Clients"), in the framework of its professional activity.
These GTCS are systematically sent or given to each Client and apply to the sale of all goods, products, components, software and/or services (individually or collectively referred to as the "Equipment"), offered or supplied to the Client. As a consequence, unless agreed in writing between the Seller and the Client, the acceptance of offers and quotes for, or any order of, Equipment implies the unconditional acceptance by the Client of, and the full compliance to, these GTCS, which shall always prevail over any other document of the Client, in particular the Client's order forms and General Terms and Conditions of Purchase.
All orders, including those taken by the Seller's agents and representatives, whatever the transmission method, shall only be binding upon the Seller after its written acceptance, by means of an acknowledgement of receipt or the commencement of the order's fulfilment.
Orders shall only be final when confirmed by the signature of an order form by the Client's legal representative or by any person duly mandated to this effect, and after receipt of a down payment for the amount indicated in Article 10.
The terms of the orders sent by the Client to the Seller may by no means be revoked by the Client, unless the Seller has agreed to it in writing. In such case, the Seller shall no longer be bound by the delivery times agreed upon.
The Seller reserves the right to change the features of its Equipment without notice. However, the Client retains the right to specify the features that condition its commitment. In the absence of such a specific mention, the Client shall not be entitled to refuse the delivery of the modified Equipment.
If a Client places an order to the Seller without having paid the previous order(s), the Seller shall be entitled to refuse the order; in such case, the Client shall not be entitled to claim any damage, for any reason whatsoever.
Sales shall be governed by the EX WORKS Incoterms, as published by the International Chamber of Commerce (ICC INCOTERMS), latest applicable version, as well as by these GTCS (in case of contradiction, the provisions of the GTCS shall apply):
Delivery times are given for information only, since they depend on the availability of the materials and the order of arrival of orders. Delays in delivery shall not lead to any penalty or indemnity, nor justify a cancellation of the order. However, if the Equipment has not been delivered 6 (six) months after the indicative delivery date, for any reason other than Force Majeure, either party shall be entitled to cancel the order, by means of a registered letter with acknowledgement of receipt, and the Client shall be entitled to receive the refund of its down payment only, without any other indemnity or damage. In any case, the delivery of the Equipment shall only be made if the Client has fulfilled all its obligations towards the Seller, for any reason whatsoever and without the Client being entitled to any indemnity.
Delivery shall only be performed if the conditions provided for in these GTCS and in the acknowledgement of receipt of the order are fulfilled, in particular the payment by the Client of the down payment on order.
The delivery shall be performed either by a direct handing over of the Equipment to the Client, or by means of a simple notice of readiness, or by a delivery to a forwarder or a carrier at our premises. The Seller shall inform the Client, as soon as possible, of the date when the Equipment will be placed at its disposal, and the Client undertakes to collect the Equipment or have it collected within 3 working days after receipt of the notice of readiness.
The Equipment shall be shipped in compliance with the provisions stated in the acknowledgement of receipt of the order sent by the Seller for every order of Equipment.
Deliveries shall cease ipso jure and without legal proceedings in the event of any breach by the Client.
The transfer of risks for the Equipment sold by the Seller shall take place when the goods will either be delivered to the carrier or exit the Seller's premises. Thus, the Equipment shall travel at the risk of the Client who shall, in the event of damaged, lost or missing goods, state any reservation or seek any remedy against the responsible carriers, in compliance with Article L.133-3 of the Commercial Code, and send a copy of such declaration to the Seller.
Should the Client not collect the Equipment placed at its disposal within the aforementioned deadline of 3 working days, the Equipment shall be stored at the Seller's premises and insured at the Client's sole risk against a storage fee of 1% (one percent) of the total amount of the order, per started week, without deductible, from the date of the notice of readiness. After 30 days from this date, the Seller will be free to either make use of the Equipment and/or to agree with the Client a new delivery date for such Equipment, or invoice the outstanding amount for a payment at the date agreed upon in the contract. In any case, the down payments received shall be kept by the Seller as indemnities, without prejudice to other proceedings that the Seller might decide to take.
Claims regarding discrepancies between delivered and ordered Equipment shall be expressed in writing and sent in a registered letter with acknowledgement of receipt or a letter lodged in person against receipt, within seven calendar days after the delivery of the products. After such period, no claim shall be accepted, whatever the breach of the Seller. In any case, the Client shall pay the entire amount due.
Every return of Equipment shall form the subject of a prior written agreement between the Seller and the Client. Any Equipment returned without such prior agreement shall be kept at the Client's disposal and shall not lead to the issuing of a credit note. Return risk and expenses shall always be borne by the Client. Any accepted return shall, after verification of the returned Equipment, and subject to the Seller's discretion, lead to the issuing of a credit note to the benefit of the Client, or to the replacement of the Equipment.
Unless provided for in the contract or in the law, packaging materials shall not be taken back.
The Equipment manufactured by the Seller is controlled and tested before exiting its factories.
If the Client requires specific tests and/or trials or acceptance tests, to be carried out either within its premises, at the Seller's factories or on-site, they shall be mentioned on the order and shall always be borne by the Client.
The Equipment prototypes specifically developed or adapted for a Client shall be qualified by this latter before any delivery of large quantities of such Equipment, so as to make sure that they are fit for the purpose which the Client has foreseen for them. Such qualification shall also enable the Client to check that the Equipment is compliant with the technical specifications. To that end, the Client and the Seller shall sign a Product card in two copies, and each party shall keep one copy. Should the Client demand to be delivered without having first qualified the Equipment, this latter shall be delivered as is and the Client shall bear the sole responsibility for it. However, the Seller may also decide not to deliver the Equipment until it has been qualified by the Client.
Our Equipment is guaranteed against defects due to faulty material or workmanship for a duration of 1 (one) year for the entire structure, the engines and the mechanical, electrical and plastic parts, from date to date as of the earlier of (i) the date when they were made available, or (ii) the invoicing date. The warranty shall apply only if the Equipment has been stored, used and maintained in compliance with the Seller's instructions and manuals.
The presentation of the receipted invoice shall be strictly required prior to any implementation of our warranty. Interventions under the warranty shall not extend the duration of the warranty period. Any implementation of the warranty shall first be accepted by the Seller after review of the supposedly faulty Equipment. The possible transport expenses shall be borne by the Client. Under this warranty, the sole obligation incumbent upon the Seller shall be the free replacement or the repair of the Equipment or the component identified as faulty by the Seller's technical department. If the repair is entrusted to a third party, it shall be carried out only after the Seller's acceptance, based on a restoration estimate.
The provisions of this Article are the Seller's sole obligation as regards the warranty for the delivered Equipment.
Warranty shall be excluded if the defect results from:
- the normal wear of the Equipment;
- a faulty installation at the Client's and/or the end user's premises;
- an abnormal or inadequate use with regards to the purpose of the Equipment;
- an inadequate monitoring, maintenance or storage;
- the intervention of a third party, or the modification of the Equipment without having obtained a prior written authorisation from the Seller;
- failure from the Client to communicate the destination or the conditions of use of the Equipment;
- the use of non-original spare parts;
- a Force Majeure event or any event beyond the Seller's control.
The prices are expressed net, ex-works, excluding taxes, on the basis of applicable prices, and may be changed at any time without notice. Unless specified otherwise, the prices are to be understood for the Equipment placed at disposal at the Seller's factories, in a standard package.
The offers and quotes shall be valid for a period of thirty days, from date to date as of the date of issue, unless specified otherwise in the offer or quote. The Equipment shall be supplied at the price applicable on the date when the order is placed.
All ancillary costs, such as costs related to visas, specific tests, taxes, duties or any other service to be paid for under the legislation of France or an importing or a transit country and any change in these costs that could happen between the order and invoice dates shall be borne by the Client. The transportation costs shall always be borne by the Client, unless agreed otherwise in writing by the Seller.
If the shipment provisions are changed by the Client after the order has been accepted, the Seller reserves the right to invoice the additional expenses that might be incurred.
Any purchase of Equipment shall lead to an invoice which shall be delivered on completion of the sale, as stipulated in Article L.441-3 of the Commercial Code.
All sales shall be deemed as executed and payable at the Seller's head office, without any possibility of derogation, whatever the payment method or the place where the contract was signed or the place of delivery.
Payments shall be made as follows: upon order, down payment of 50% of the total amount; upon delivery, payment of the outstanding balance (i.e., 50%). Such payments shall be made by bank transfer to Satisform® - IBAN: FR76 1290 6000 4169 7217 7700 147 - BIC / SWIFT: AGRI FR PP 829, unless otherwise accepted in writing by the Seller upon order acceptance.
The Seller is not willing to make any discount for full payment upon order or for payments made before the date resulting from these GTCS.
When the Client is located outside of Metropolitan France, unless otherwise accepted in writing by the Seller upon order acceptance, the invoices shall be paid as follows: upon order, down payment of 50% of the total amount; 3 calendar days before delivery, payment of the outstanding balance (i.e., 50%) against handing over of shipment documents upon delivery, or by means of an irrevocable documentary credit confirmed by a reputable French bank (all expenses in this respect shall be borne by the Client).
'Payment' shall mean that the funds are made available on the Seller's bank account, in the currency stated on the invoice.
In compliance with Law N. 2001-420 of 15 May 2001, any payment default of a due invoice shall entail, after an unsuccessful formal notice, the invoicing of a lump sum penalty at the due date of the account receivable, applied to the amount due, including all taxes if VAT (Value Added Tax) is applicable, and the suspension of all orders in progress. Such penalty is equal to the rate of the European Central Bank + 7%.
The recovery of such amounts through legal proceedings shall entail a 15% (fifteen percent) increase of the recoverable amount, with a minimum of €500 (five hundred Euros) excluding taxes, plus taxes, if applicable.
Furthermore, to the extent permitted under applicable law, failure to pay any invoice or due amount, in all or in part, whatever the payment method foreseen, shall make all the outstanding amounts due to the Seller (including its subsidiaries, parent or affiliated companies, in France or abroad), for any delivery or service, whatever the due date initially stated, immediately payable.
Notwithstanding any specific payment condition agreed between the parties, in case of a deterioration of the Client's credit rating, of a payment default or a bankruptcy of this latter, the Seller reserves the right to demand, subject to its discretion:
- the full payment, before shipment from the factory, of any order in progress;
- additional or different payment bonds.
The Seller reserves the right to cancel or terminate the sale of its Equipment, subject to its discretion, immediately, ipso jure and without legal proceedings, in the event of a non-payment of any part of the price at its due date, or in the event of any breach by the Client of its obligations under the contract. The Seller shall be entitled to keep the down payments and amounts already paid as indemnity, without prejudice to its right to claim damages. If the sale is cancelled, the Equipment shall immediately be returned to the Seller, wherever it might be, at the Client's expense and risk, under a penalty of 10% (ten percent) of its value for each week of delay.
The Seller shall retain the ownership of the Equipment sold until the full payment of its price, principal plus interests. Should the price not be paid at the agreed date, the Seller shall be entitled to take the Equipment back, to cancel the sale ipso jure if it so desires and to keep the down payments already made as an indemnity for the use of the Equipment by the Client.
_ Risk Transfer: the Seller shall remain the owner of the Equipment until the full payment of its price, but the Client shall become responsible for the Equipment, as stipulated by the EX WORKS Incoterms, as of the date when the Equipment is handed over to the Client or delivered to a forwarder or a carrier, the transfer of possession leading to the transfer of risk. The Client thus undertakes to subscribe from now on an insurance contract to guarantee the loss, theft or destruction risks related to the designated Equipment.
_ Resale: since the Seller remains the owner of the Equipment until the full payment of its price, the Client shall not be entitled to resell it. However, as a mere tolerance and for the sole needs of its activity, the Seller authorises the Client to resell the designated Equipment on the condition that the Client pays, upon resale, the full outstanding amount, the corresponding sums being, as of today, pledged for the benefit of the Seller, as provided for in Article 2071 of the Civil Code, the Client becoming merely the depositary of the amount.
_ Transportation or Deposit: should the Client need to hand over the Equipment to a carrier (or a consignee), this latter shall date the document stating the delivery and sign it below the following hand-written mention: "I have been informed of the retention of ownership clause upon goods delivery."
The results, whether patentable or not, data, studies, information or software obtained by the Seller on the occasion of the execution of an order are the sole property of the Seller.
With the exception of the use, care and maintenance manuals, the studies and documents of any nature handed over to the Client shall remain the exclusive property of the Seller and shall be given back to it upon request, even if the Client has been invoiced for part of the study expenditure; such studies and documents shall no be communicated to third parties nor used without the prior written consent of the Seller.
The Seller's responsibility is strictly limited to the obligations stated in these GTCS and to those expressly agreed by the Seller. All penalties and indemnities which could be due by Seller in application of these clauses are of a 'lump sum damage' type, which means that they are made in full discharge and exclude any other penalty or indemnity.
Without prejudice to the previous paragraph, the Client's attention is drawn to the fact that the transportation/displacement of the Equipment requires a specific packaging and particular precautions, and that if such precautions are not entirely complied with during a transportation/displacement event, a new calibration or adjustment of the Equipment could be required before any new use. The Client undertakes to take, at its own expense and under its sole responsibility, all the measures that will be required to make sure that the Equipment is correctly adjusted and calibrated before any use and shall defend and hold the Seller harmless against any and all claims, costs and/or conviction(s), directly or indirectly related to or resulting from an inappropriate adjustment and/or calibration.
Spare parts and accessories shall be supplied upon request, insofar as they are available. The ancillary costs (transportation expenses and other possible costs) shall always be charged extra. The Seller reserves the right to require a minimum quantity or invoice charge per order.
Pursuant to Article L-541 of the Environmental Code, the holder of the waste shall provide for its disposal, at its own expense.
The occurrence of a Force Majeure event shall suspend the execution of the Seller's obligations under the contract. Except for the Client's obligation to pay the amounts due under the order, the Client and the Seller shall not be held responsible for the full or partial non-performance of their obligations under the contract if such non-performance results from the occurrence of a Force Majeure event.
A Force Majeure event shall mean any event beyond the control of the Seller which interferes with, delays or blocks the Equipment's normal manufacturing or shipping process. Examples of Force Majeure events are disruption of transportation services or of energy, raw materials or spare parts supply, shortages of components or materials, governmental decisions or actions (including requisitions or legal or regulatory or other provisions leading to restrictions on trade, to an export ban or to the revocation of an export license), partial or total strikes, strikes at one of our suppliers, subcontractors or carriers, accidents, fires, floods, natural disasters, bad weather, riots, revolutions, acts of terrorism and wars (whether declared or undeclared).
In such circumstances, if one of the parties is delayed or impeded in the performance of its obligations, it shall inform the other party in writing as soon as possible after the occurrence of the events, the contract binding the Seller and the Client being suspended ipso jure without indemnity as of the date of occurrence of the event.
Should the event last more than 180 consecutive days, each party will be entitled to terminate ipso jure, without legal proceedings, the non-performed part of the order by sending a written notice of the other party, without any liability and without the possibility for any party to claim damages. Nevertheless, the Client shall pay the price agreed for Equipment already delivered at the termination date.
Such termination shall take effect at the date of the first presentation of the registered letter with acknowledgement of receipt terminating said sale.
The Client shall take no initiative that would expose the Seller, or any company affiliated to it, to a penalty risk under the legislation of a State prohibiting illicit payments, especially bribery and gifts of an inordinate amount, to officers of a public organisation or institution, to political parties or their members, to candidates to an elected position or to employees of clients or suppliers.
Should a clause and/or provision of these GTCS be considered and/or become null or invalid due to a public order provision, the parties shall, in good faith, replace it with a licit clause, the effects of which would be as similar as possible to those of the clause that has become null/invalid. In any case, the nullity or invalidity of a clause shall not entail the nullity or invalidity of the contract, but only the nullity of the concerned clause and/or provision.
Unless the parties reach an amicable agreement, and notwithstanding any contrary clause, all disputes or contests regarding the interpretation and/or fulfilment of an order by the Seller shall be exclusively settled by the commercial court located in the jurisdiction of the head office of Satisform®, such court being the sole competent authority.
This contract shall be governed by the French law. Any question regarding the Seller's terms and conditions of sale, delivery or other that would not be covered by these GTCS shall be governed exclusively by the French law.