GENERAL TERMS AND CONDITIONS OF SALE
1.1 Purpose and Scope of Application
The purpose of these general conditions of sale (GTC) of Boët StopSon SAS (hereinafter referred to as Seller and/or Boët StopSon) are to define the terms and conditions applicable to all contracts for the sale of goods and equipment (hereinafter referred to as Equipment and/or Works) concluded between Boët StopSon, taken as a professional seller, and its customers They also apply to service contracts or subcontracting contracts executed at the request of its customers, as long as the Seller acts as a service provider or subcontractor and carries out its interventions on the goods and equipment of its manufacture.
1.2 Terms of Application
Any order implies and irrevocably expresses the acceptance by the Buyer of the commercial offer and these GTC of the Seller. Any modification or derogation from these must have been the subject of a written and prior agreement of the Seller in a document entitled “Special Conditions” issued by the Seller. The changes and derogations to these GTC are only valid for the order in question, without the Buyer being able to rely on them for other orders. These GTC prevail over all other conditions of purchase by the Buyer. In the event of annulment of a provision of these GTC, resulting from a judicial, arbitral or administrative decision, the validity of the other provisions will not be affected. The fact that the Seller does not avail himself or does not require the implementation of a right provided for by these GTC will not be interpreted as a modification of these or as a tacit renunciation of the possibility of availing this right in the future or of requiring its implementation.
2. Order and agreement of the Parties
2.1 Acceptance and modification of the order.
The agreement of the Parties is only made subject to express and prior acceptance of the order by the Seller. Any modification of the agreement requested by the Buyer is subject to the express and prior acceptance of the Seller.
2.2 Cancellation of the order
The order irrevocably expresses the Buyer’s consent. He cannot therefore cancel it, unless expressly agreed in writing and in advance by the Seller. The Buyer will compensate the Seller for all direct and indirect consequences arising from the cancellation, and in particular the costs incurred in terms of specific equipment, study costs, labor and supply expenses, tools. In any case, payments already made will remain with the Seller.
3. Content of the agreement between the Parties
The documents listed below are an integral part of the agreement between the Seller and the Buyer, in order of downgrade applicability priority: (i) the order formally accepting the Seller’s technical and commercial proposal; (ii) the estimate, which includes the technical and commercial proposal; (iii) these GTC; and (iv) the special conditions agreed by both Parties and described in the order The documents listed below are not part of the agreement :(a) catalogues, (b) advertisements, and (c) any other documents not expressly mentioned in the Special Conditions or the GTC.
4. Purpose and scope of the agreement
Equipment and/or Works are defined by the quote, which includes the Seller’s technical and commercial offer. The estimate was based on the data and specifications provided by the Buyer for the quotation. Any error, omission, inaccuracy or subsequent modification of these data and specifications, to the extent that it may have an effect on the conditions of the initial quote, will authorize the Seller to readjust the conditions, in particular in terms of price and deadlines. The Buyer undertakes to inform the Seller, as soon as it comes, of any fact that may affect execution times and costs.
4.2 Additional requests
Any request for Additional Equipment and/or Works must be submitted in writing and approved by the Seller, and will be subject to additional billing at the price proposed by the Seller and accepted by the Buyer, under the conditions of these GTC.
5. Intellectual property and confidentiality
5. 5.1 Intellectual property.
Action for civil or criminal liability in this regard and in particular an action for infringement or unfair competition.
5.2 Confidentiality clause
The Parties mutually undertake a general obligation of confidentiality relating to the elements exchanged in the context of the preparation and execution of the agreement. However, they are not subject to a confidentiality obligation: (i) information that is in the public domain, (ii) everything that is already lawfully known by the contractual partner before the conclusion of the contract, (iii) information that has been the subject of a written, precise and prior disclosure authorization from the other Party. These provisions do not hinder or limit the ability of the Seller to use his own know-how and technology developed during the agreement, in the absence of a special agreement between the Parties.
6. Delivery, transport, verification and reception
6.1 Delivery times
Delivery or execution times run from the latest of the following dates: (i) the date of acknowledgement of receipt of the order; (ii) the date of receipt of all materials, materials, equipment, tools, plans, execution details due by the Buyer; or (iii) the end date of performance of the prior contractual or legal obligations due by the Buyer. The stipulated deadlines may be called into question in the event of the occurrence of circumstances beyond the control of the Seller, such as: occurrence of a case of force majeure, act of a third party or of the Buyer. If for reasons not attributable to the Seller, the fulfillment of the Seller’s obligations is postponed, delayed or interrupted, the Seller will be compensated for the costs incurred as well as for all the additional costs generated by any effort to accelerate or make up the delay, and in any case, the Seller’s responsibility may not be retained for this postponement, delay or interruption.
6.2 Delivery of Equipment
The delivery of the Equipment is carried out according to the conditions indicated in the quote or the Special Conditions and in the absence of an indication of the place of delivery, is presumed to be made to the Seller’s warehouses, by the notice of availability. The risks are transferred to the Buyer upon delivery without prejudice to the Seller’s right to invoke the benefit of the retention of ownership clause under the conditions defined in Article 9.4 or to make use of his right of retention. In the event that the Buyer does not take delivery, and without the need for a formal notice, the Buyer will bear all storage costs and risks from the date of availability and will respect the payment deadlines initially planned.
6.3 Delivery of the Work
For Work carried out in the Seller’s warehouses, delivery is deemed to have been made under the conditions provided for Equipment in Article 6.2. For on-site work, delivery is deemed to have been made and the risks will be transferred to the Buyer as they are physically progress. The Works will be the subject of a contradictory reception formalizing its acceptance by the Buyer established by a record of receipt. In the absence of a contradictory record of receipt, the receipt will be deemed to have been acquired: (i) if the Seller has fulfilled his main contractual obligations, even in the presence of minor reservations; or (ii) if the Buyer has taken possession or used all or part of the installation that is the subject of the Work.
6.4 Transport, customs and insurance
In the absence of an agreement to the contrary, all transport, insurance, customs, handling, work-to-work operations are at the expense and expense, risk and peril of the Buyer, and the Buyer will bear all the pecuniary consequences of a direct action by the carrier against the Seller. It is the responsibility of the Buyer, even if the shipment was made frank, to check the shipments on arrival and to exercise, if necessary, his recourse against the carriers, within three days by registered letter with acknowledgment of receipt in accordance with Article L. 133-3 of the Commercial Code and to inform the Seller within the same period.
6.5 Verification of Equipment and/or Works
Upon delivery, the Buyer must, at his own expense and under his responsibility, verify or have verified the conformity of the Equipment and/or Works under the terms of the order.
Unless otherwise agreed in the Special Conditions, the Seller contractually undertakes to guarantee: (i) his Equipment for a maximum period of 12 months from the date of delivery; (ii) his Work for a maximum period of 12 months from receipt, and which may not exceed a period of 18 months from the date of completion of the Work. In the event of a plurality of lots, the To be able to invoke the warranty, the Buyer must notify the Seller, in writing, without delay, and at the latest within 15 days of the occurrence of the defects he attributes to the equipment and provide any justification requested by the Seller as to the reality of the latter. The Buyer must give the Seller all ease…