22/24 avenue Général M. BIzot
Tel. +33 (0) 1 43 47 33 00
These general terms and conditions of sale apply to all transactions made by our company, member of SYNAFEL (French Signage National Organization) and are governed by and construed in accordance with the laws of Belgium .
These general terms can be adapted under special conditions of sale, when the specificities of the transactions are legitimate. They can complement, supplement or exclude one or several parts of the GTS (General Terms of Sale).
The acceptation of an estimate or any purchase order implies that the customer has consented to these general terms of sale and has relinquished his own general terms of sale.
The following terms will apply as such:
Validity and duration of the offer made by the supplier:
In the absence of other derogatory term specified in the offer, only one written offer made by the supplier is valid and commits him for a period of two months. All offers are duty-free (in force VAT will be added at the time of delivery).
The order is a document issued by the customer on the basis of the offer made by the supplier.
The order price corresponds to the rate in force at the time of the order’s reception.
The order must specify the conditions for installation and use, and especially the particular conditions of implantation.
The acceptance of a “ready for press”, a sample, a partial or a whole design of a piece by the customer, commits him. Without a response within seven days, the “ready for press” is considered accepted.
The customer who cancels all or a part of the order, or differs or changes the date of the delivery, without the supplier’s consent, is liable to indemnify all the costs (including costs studies, tools, pieces, equipments or services).
The supplier may claim compensation for the harm suffered, caused by this decision. In case of non-compliance by the customer with one or more of his obligations, the supplier shall have the right to cancel the sale by simply sending a letter.
The supplier shall inform their customers about administrative or private installation approval which are necessary for the installation of their products (ABF, prefectural, county, municipal, owners, managers or trustees building). The customer is personally responsible for all permits and in case of noncompliance.
All taxes and fees resulting from these requests for authorizations and settlement are the integral responsibility of the customer.
Without the supplier written consent, all documents provided by the supplier such as projects, studies, prototypes, models and documents of any kind which cannot be disclosed, remains the supplier’s intellectual property.
Technology and know-how patented or not, incorporated into products and services, as well as all the rights of industrial and intellectual property relating to products and services, remain the exclusive property of the supplier.
The customer is granted to use the product on a nonexclusive basis.
Extensive studies and development of prototypes required by a client, who would decide to cancel or terminate an order, will be invoiced on a time-spent basis and on equipment used.
Each party undertakes not to disclose to the other one, documents and intellectual property rights which he has full ownership or use, with the free right to transmit them to third parties.
Unless prohibited by the client in writing, the customer authorizes the supplier to expose the product he made in any events such as trade fairs, exhibitions and on advertising and commercial documents.
The customer cannot claim any ownership or exclusive right to use equipments except in case of financial participation.
When the customer has full ownership of the equipment, he bears all taxes, insurance and other related obligations.
Any claim about the quantity of pieces delivered shall be noticed upon their receipt by registered letter with an acknowledgment of receipt.
Any defect in appearance, design or installation compared to the specifications of the order, must be specified by the customer on the delivery or installation and must be confirmed by register letter with acknowledgment of receipt within 8 days. The customer cannot refuse to pay the delivery exempt of any protest.
No item may be returned without prior approval of the supplier. Parts and products must be return in original condition, properly packaged and at the expense of the customer.
Coverage of the guarantee
The supplier undertakes to fix any defect resulting from faulty design, equipments or workmanship. The supplier’s obligation does not apply for defects originating from the equipments supplied by the customer or from a design imposed by the latter.
The following are excluded from the guarantee: consumables (incandescent, fluorescent or discharge lamps …).
The guarantee also excludes incidents following fortuitous or force majeure events. Moreover, the guarantee does not extend to the timeworn, defective or bad maintenance of the equipment or to the damage caused by the shocks or a misuse of the equipment or inadequate storage conditions.
The duration of the supplier’s contractual guarantee is one year from the time of reception. It may be prolonged in the case of a maintenance agreement in accordance with legal obligations.
Replacement parts or parts replaced are guaranteed for the remaining duration under this warranty.
The customer shall give the supplier every opportunity to investigate the causes of the malfunction and to find a solution. Without the express permission of the seller, the customer must refrain himself or a third party from repairing or altering any component of this equipment.
Terms and conditions of the guarantee
It is then the responsibility of the supplier, once duly notified, to solve the defect at its expense and with due diligence. The supplier reserves the right to modify the appropriate hardware devices in order to meet his obligations.
The supplier undertakes to solve any defective equipment only under the conditions of initial market accessibility.
The parts replaced free of charge shall become the property of the supplier.
If the supplier is not responsible for the installation, any defect linked to it, is excluded from its guarantee.
Regardless of this commercial guarantee, the supplier remains liable for the legal guarantees to which he is subjected.
The supplier is obliged to repair the direct damage caused to the client resulting from mistakes attributable to the supplier in the performance of the contract, within the limits of the amount covered by his insurance policy.
Under no circumstances, the supplier will be required to compensate consequential and/or indirect damage such as: operating or profit loss, commercial harm …
Inspections, tests and trials required by the customer are the financial burden of him. In case of destructive trials, the replacement of parts is the responsibility of the customer.
All the orders received have a reserve permitting, for the supplier, suspension without compensation of the commitments made in the following cases: strikes, lockout, fire, weather and major other cases of force majeure occurring from the supplier as well as from his own suppliers.
Delivery times are from the date the customer confirms his order. This confirmation will be effective only from the date all the files and equipments contractually agreed would be provided by the client. The time limits on the offers are given on an indicative basis.
The mandatory nature of the delivery deadlines must be specified in the contract as well as its nature (date available, date of presentation for control or receipt, date of actual delivery, etc.). Without such explanations, the deadline is deemed indicative.
Delivery times are suspended due to force majeure or strike at the supplier, from his own suppliers or communications.
At the request of the supplier, any change in the contractual conditions of supply will result in setting a new deadline.
Contractual deadlines are extended at the request of the supplier or the customer, for any causes beyond their control which would have placed the applicant of this extension unable to meet his obligations.
The defaulting party shall notify in writing the other party of this impossibility as soon as possible after it occurred. Either one or the other must work together immediately to agree arrangements accordingly.
The supplier cannot, under any circumstances, accept to cancel any current order or be required to provide any compensation for delay.
Unless stated otherwise, supplier prices are free on board and excluding packaging, the goods are available for pick-up by the customer a the supplier's premises.
The customer must comply with the instructions and precautions provided by the supplier for loading and/or unloading.
In case of shipment without transport costs (Franco), it will be by the most economical way. Additional fees for any other mode of transportation are the responsibility of the customer. The goods travel at the risks of the customer, even if they are shipped free. In case of damage, loss or theft occurred during transport, or in the case of delay in delivery, it is the responsibility of the client to make any claim against the carriers.
Any storage by the supplier, beyond what was intended contractually, will result in a price increase (2 percent per month) of the goods which are still to be delivered, representing the storage and the financial costs. Unless otherwise specified, the storage of goods that are not paid by the customer will not exceed 3 months. Their billing would be triggered.
The supplier must identify the parts of his name, address, phone number and the date the products are placed on the market.
The contract determines the terms of payment. Unless special agreements between the parties, the customer sets one-third of the price when he ordered and pay the balance when the merchandise arrives. The deposit paid does not give any right for a cash discount.
In the absence of specific provisions, the settlement needed to be paid is appointed to the thirtieth day after the date of reception of goods.
The invoice shall indicate the day on which the payment must be made and the penalty rate due on the day following the settlement date on the invoice.
Pursuant to Act No. 2001-420 of May 15th 2001, any delay of payment from the contractual dates give a penalty calculated by applying to the sums remaining due to a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by ten percentage points without prejudice to the payability of the debt.
The parties may agree among themselves to a different amount in accordance with the legal provisions relating to minimum rates.
Late penalties are payable without necessity of a reminder.
Regulation is deemed made on the date upon which funds are made available by the customer to the beneficiary or his surrogate.
In case of disagreement or partial performance of the contract, payment is still due on the part of the uncontested or partially executed contract.
In case of sale, transfer, pledging or contribution in company of its trade or mast equipment by the customer, as in the case where a payment or acceptance of one of the treaties are not made on the date, the amount due becomes immediately payable, regardless of the previously agreed conditions.
Transfer of ownership and risk
The supplier retains ownership of the goods until full payment of the price in principal and accessories. The default of any of the deadlines may result in claims of these goods.
However, the customers assume after delivery, the risk of loss or damage to such property and the responsibility of the damage they may cause. The customer must purchase insurance as from the delivery of the goods.
Storage conditions owe by the customer
Until the customer has not paid the amount in full, he will have to individualize the goods supplied under this contract and won’t mix with other goods of the same kind from other suppliers.
In case of garnishment, or any other third party intervention on the goods, the buyer will necessarily inform the supplier immediately to enable him to oppose it and to preserve his rights.
Furthermore, it is forbidden to pledge or assign as guarantee the ownership of goods.
Authorization of resale during the period of retention of title
The customer is entitled, under the normal operation of his business, to resell the goods under this contract. However, he is required, in the event of resale, to immediately pay the outstanding balance of the price to the supplier or to inform subsequent purchasers that the said goods are burdened with a retention of title and to notify the provider this assignment in order to preserve their rights and if necessary, exercise a claim on the resale price in relation to the sub-purchaser.
Clause applicable to equipment falling within the scope of Decree 2005-829 relating to the composition of EEE(1) and waste from such equipment.
Management of the equipment sold which reach its end of life (2) :
Pursuant to Article 18 of Decree 2005-829 relating to the composition of electrical and electronic equipment and the disposal of waste from this equipment, the organization and the funding of the removal but also the treatment of the waste from EEE under this contract of sale are transferred to the customer who accepts them.
In accordance with Article 21 of the Decree, the client ensures the removal of equipment being sold, its treatment and its recovery.
The failure on the part of the customer to fulfill his obligations, can lead to the application of penal sanctions provided for, in article 25 of Decree 2005-829, against him.
Takeover offer of replaced equipment (3) :
In case of equipment needed to be deposit, the supplier undertakes to make an end-of-life offer, in accordance with industry practice. The parties must agree on the modalities of execution.
All dispute will be submitted to the jurisdiction of the supplier's headquarters' court.
By express agreement, this contract is governed by French law.
(1) Electrical and electronic equipment
(2) This clause specifies one of the options offered by the Decree. But the parties are free to agree otherwise.
(3) It appears that these provisions indicate the most commonly use found concerning the waste management at the expense of sellers of signs and signage. However, the parties are free to agree otherwise.