GLOBAL TERMS AND CONDITIONS OF SALES IDEALEX
The current global terms and conditions of sales (GTCS) are integral to the orders placed to IDEALEX Company (thereafter Supplier”) by its customers (thereafter “Customer”) with the proviso they aren’t derogated by any special stipulations.
They are available on IDEALEX company website, are communicated with the price offer and sent to each Customer who asks it. Placing an order involves the Customer’s full and unreserved acceptance of these GTCS. Without the Supplier’s written formal agreement, no Customer’s special conditions can take precedence over the GTCS. Without formal consent, any special conditions required by the Customer will be unenforceable to the Supplier, whenever it was stated to the Supplier. Moreover any fact aiming at compelling the Supplier to accept purchase conditions implying renunciation of these GTCS, such as using the Customer’s website, editing or sending by any means the acknowledgement of receipt of the purchase order excluding or amending any references to these GTCS, will be considered as abuse of purchase power or undue discrimination as defined in L.442-6 article of the Commercial Law.
The prevalence language is French.
The goods delivered according to these GTCS are thereafter named “Products”.
1) CONTRACT SETTING, AMENDING OR CANCELLING
When a quote is made by the Supplier, it represents the special conditions amending or complementing the GTCS herein. Any new order must be subject to a new quote.
The Supplier reserves the right to refuse orders in case of the Customer’s shortcomings to any of his obligations. The orders become firm and final after the order’s validation and approval by the Supplier, its credential is sent to the Customer by any means.
1.a) « Standard » Products : The « standard » Products are developed following IDEALEX general production tolerance and the NF-EN standards in force at the date of the contract signing. The Supplier doesn’t incur any responsibilities for any defects caused by the Products storage, assembling or usage by the Customer in abnormal conditions or inconsistent with trade practice or the installation prescriptions current at the time of the contract signing.
1.b) « non-standard » Products : The « non-standard » Products are items made following Technological Product Specification (TPS) defined and sent by the Customer. Any request without a TPS will be treated as « standard ». The Supplier’s responsibility is strictly limited to the usual technological components expressly defined in the TPS. The Supplier cannot be held accountable for any damage, accident, additional costs linked directly or in an induced way resulting from usage, transport or any operation whatsoever and particularly the degradation or deformation of any assigned Product, material or measuring or monitoring device. No damage resulting from a storage problem or from any other kind will be attributed to the Supplier.
The Supplier will be able to insure the assigned equipment providing a special request has been sent and contractually endorsed. The request will necessarily have to precise the amount of the insured value and fully describe the specificities or fragilities or any features which knowledge will enable the Supplier to avoid any degradation or foreseeable phenomenon to the assigned Product. The Supplier commits to transmit to the Customer, for agreement, the insurance policy allowing him to measure the risks.
The plans and technologic notes concerning the Product or its manufacturing and more generally any document or information whatsoever, which was given by a Party to the other before or after the contract agreement, remains the property of the Party who submitted them.
The plans, technologic documents and any information received by a Party will not be used for purposes other than those for which they were provided, save express agreement of the Party who submitted them. Under any circumstances, the two Parties commit to maintain by any appropriate means the Proprietary information especially with their employees. In the event of some given information already known by the other Party, the later has to immediately inform the disclosing Party about the knowledge of this information.
3) DELIVERY – RISK TRANFER
The agreed delivery conditions must be read following the INCOTERMS in force at the date of the contract signing. If no delivery proviso has been agreed upon, the ownership transfer occurs « Ex Works ». In the case of a delivery on the Customer’s request, the Supplier commits to ship the Product to the destination specified by the Customer, the risk transfer occurs at the latest when the Product is handed over to the first carrier. Fractional shipments are allowed, apart from contrary stipulations.
The delivery fees are to be borne by the Customer.
In the event of a Product which is either missing or damaged during the shipment, the Customer will have to express all the necessary reservations on the shipment voucher of the said Product. Moreover these reservations will have to be confirmed in writing within five days following the deliver. (L133-3 article of the Commercial Law)
Without express proviso, the disposal or delivery deadlines stated by the Supplier are only given indicatively, overrunning them cannot result in the order cancellation or any compensation. However the Supplier commits to give in due course any information concerning potential delivery delays and the actual delivery schedule.
In the event that an order would not be carried out by the agreed deadline, for any reason whatsoever, the Supplier yet reserves the right to deliver the merchandise, the Customer having to accept delivery. In case of force majeure (especially in case of carriers’ strike), the contract will be suspended ipso jure and its belated implementation will not be considered as faulty.
The Products prices are determined based on the economic conditions stated in the quote. They are given in Euros and calculated tax-free. Consequently they will be increased by the VAT rate and the shipment fees current at the time of the order.
Without special statements, our prices don’t include nor the Product instalment neither its implementation.
6) PAYMENT TERMS
The date of the shipment or ownership transfer represents the starting point of the payment timeline. Without contrary stipulations in the confirmations of our orders, our invoices are due in Vendôme within 45 (forty-five) days from the editing date.
The payment of the orders will be made by bank transfer or check.
Any amount payable but unpaid will generate, from the day following the expiration date of the payment deadline, late fee penalties which interest rates are equal to the interest rate applied by the European Central Bank for its most recent refinancing operation, increased by 10 (ten) points of percentage. The late fee penalties are due without the need to send a reminder.
In addition to the late fee penalties, the Customer, who is late in his payment, will be ipso jure debtor, towards the Supplier, of a fixed compensation for collection costs, which amount is determined to 40 € (forty) (D.441-5 article of the Commercial Law).
The payment of any other amount payable by the faulty Customer will be immediately due, even if they have generated the edition of commercial papers already brought into use. In the absence of payment by the Customer, for the Products which payment will have become due, the Supplier will benefit of the right of return, consequently to the delayed ownership transfer, as this one is stated and organized in the article 8 below.
7) RETENTION OF TITLE
The sold Products ownership transfer is correlated to the complete payment of their main and accessories price. The Products theft, loss or degradation risks as well as the damage they could cause will lie with the Customer as soon as they are placed at his disposal. The Supplier will consequently have the right to take the merchandise back at the Customer’s expense, in addition with his right to any damage awards for the Customer not fulfilling his contractual obligations. If the Products collection should be impeded, the Supplier will be allowed to contact the Judge in Chambers in the Blois Commercial Court, to whom jurisdiction is expressly given to order it. To apply this current clause, the received payments will be charged by priority on the merchandise which could not be recovered in kind.
If the Customer undergoes receivership or judicial liquidation, IDEALEX Company reserves the right to claim, within the collective procedure, the sold merchandise remaining unpaid.
The Supplier commits to correct any defect coming from a flaw in the material or the manufacturing within the terms hereunder. The Supplier’s responsibility isn’t involved in the case of a defect coming either from a material provided by the Customer, or from the design required by him, or from a usage inconsistent with trade practice or norms or recommendations. Any warranty is also excluded for incidents related to fortuitous events or to force majeure as well as for replacements or repairs which would result from damage or incident generated by neglect, lack of supervision or maintenance and /or faulty usage of the Product.
This commitment, without any special stipulations, is only relevant for defects which will occur within a one-year period (period of warranty). The Period of warranty begins from the day of the Product delivery. To be able to claim the benefits of these provisions, the Customers must, without delay and in writing, notify the Supplier of the defects the Customer imputes to the Product, respecting the proviso of the Article 3 of these GTCS, and provide any just cause related to the reality of those flaws. The Customer has to give the Supplier all ability to proceed to the identification of those defects and mustn’t, except with the Supplier’s express agreement, undertake by himself or have the repair undertaken by a third party.
The repairs resulting from the warranty requirement are undertaken in the Supplier’s factory once the Customer has sent him the faulty Product in order to be repaired or replaced. The costs of the shipping of the faulty Product as well as of the Product return are borne by the Supplier, subject to the recognition of the reality of the defect. The Supplier’s responsibility is strictly limited to the requirements thus defined and it’s an express convention that the Supplier will not be liable to any compensation, including for damage, non-material or indirect, particularly such as shortfall, operating loss, loss of usage or of earning, third party’s complaint.
9) JURIDICTION CLAUSE
In the event of a dispute related to the understanding and to the implementation of the GTCS herein, only the French Law is relevant.
In the absence of an amicable settlement, the dispute will be brought before the Blois courts, which will be the only competent ones, even in the case of multiple plaintiffs or defendant or warranty request.