I. The present general conditions govern the sale of goods concluded with the Company PROCODIS FRANCE. They apply, unless otherwise stipulated, to each sale or express written agreement of the parties. They take precedence over the purchaser’s general conditions of purchase.
II. Any order accepted and confirmed by PROCODIS FRANCE, by any means, cannot be retracted by the purchaser, except to compensate Procodis France for the damage it suffers because of this cancellation.
III. a) In accordance with the law n° 80-335 of May 12, 1980, the goods remain the full and complete property of PROCODIS FRANCE until full payment of their price in principal and interest and can only be resold under this express reservation to a sub-purchaser. In the absence of payment by the purchaser of a single fraction of the price on the due date, PROCODIS FRANCE reserves
the right, eight days after a formal notice by registered letter with acknowledgement of receipt remained unsuccessful, to request the immediate payment of the sums due by the purchaser or to make play the property reserve and to obtain the handing-over of the goods, and this by simple summary order.
b) in case of receivership or liquidation of the purchaser, Procodis France intends to avail itself of the provisions of law n° 85-95 of 25 January 1985.
IV. a) All PROCODIS FRANCE goods, even those sold carriage paid, travel at the purchaser’s risk. It is the purchaser’s responsibility to exercise all recourse against the carriers in the event of shortages, delays or damage occurring during transport, in accordance with Title VI of the Commercial Code, Section III and IV.
b) the delivery times indicated for supplies and works are given as an indication. A delay in delivery of less than six months shall not give rise to cancellation of the sale, payment of damages or any reduction in price.
c) Any event of force majeure, such as, for example, strike, fire or other cause independent of the will of PROCODIS FRANCE making impossible the execution of its obligations temporarily suspends these. The delivery date is postponed accordingly. The buyer cannot refuse a partial delivery of material in case of force majeure.
V. a) The receiver must check the goods on arrival and, if necessary, make any reservations with the carrier.
b) He must also send his complaints to PROCODIS France no later than eight days after receipt of the goods, by registered letter with acknowledgement of receipt. Failing this, the goods will be irrevocably considered as conforming to the contract.
c) No return of goods can be made without the prior agreement of PROCODIS FRANCE.
VI. a) The prices indicated by PROCODIS FRANCE in the offers and acknowledgements of receipt are established according to the economic and monetary conditions in force on the day of the offer. In case of variation of these conditions, the prices applied will be those in force on the day of delivery.
b) The prices indicated by PROCODIS FRANCE are for the quantities ordered and Procodis France reserves the right to modify the unit prices in case of modifications of these quantities.
c) All ancillary costs which may affect the order either directly or indirectly, e.g. increases in transport rates, taxes and duties which occur after the order has been accepted, will result in a corresponding increase in the agreed price, even if it is a fixed price.
d) Payments shall be made net without discount under the conditions set forth in the offers or order confirmations by PROCODIS FRANCE, except as provided for in Law No. 92-1442 of 31 December 1992. In case of advance payment within 10 days from date of invoice, the discount rate applied is 0.5% per month.
e) The terms of payment may not be changed for any reason whatsoever, even in the event of claims by the Purchaser.
f) Any sum not paid by the purchaser on the due date will automatically bear interest at the legal rate x 13.5 per month, as from this date, without this clause affecting the payability of the debt and without prejudice to the other rights of PROCODIS FRANCE, in particular the implementation of the ownership reserve clause and the suspension of shipments. In addition, PROCODIS FRANCE may, if it deems fit, after a simple formal notice by registered letter with acknowledgement of receipt that has remained unsuccessful, consider the sale cancelled by right, without prejudice to damages and interest.
g) Failure to return a bill of exchange upon acceptance within eight days shall constitute a default in payment and shall result in a cash payment being due, without prejudice to any protest.
h) In the event of a change in the legal status of the purchaser by merger, sale or contribution of his business or equipment, change in his shareholding, change of legal form or any other, the sums due become immediately payable.
VII. All our products are carefully examined and packaged. Packaging and boxes are not taken back.
VIII. In case of breach of any of the buyer’s obligations, PROCODIS FRANCE may suspend the execution of
the sale and all pending sales. PROCODIS FRANCE will be able, in addition, to notify to the purchaser the resolution of the sale, eight days after a formal demand remained
unsuccessful. The purchaser will be held to refund to PROCODIS FRANCE the expenses caused by its failure.
IX. a) PROCODIS FRANCE guarantees its products for a period of six months against all material and manufacturing defects as from the date of invoicing and the replacement will be carried out free of charge ex warehouse of PROCODIS FRANCE, provided that the damaged products are sent carriage paid to the warehouse of PROCODIS FRANCE for examination which will allow PROCODIS FRANCE to investigate the nature and the origin of the damage.
b) The warranty provided for in this article is strictly limited, it consists of the free replacement of the product recognized as defective by PROCODIS FRANCE, in no case can it be extended to any other part or to the reimbursement of disassembly and reassembly costs. It does not apply to the replacement of products damaged by breakage of parts
or mechanisms surrounding the product.
c) PROCODIS FRANCE is not responsible for any damage resulting from factors external to Procodis France products, such as external accidents, defective maintenance, overloading, bad assembly, foreign bodies, nor for the use of a product not appropriate to its use.
X. In the absence of an amicable settlement, the Commercial Court of NANTERRE will have sole jurisdiction to judge any dispute relating to the interpretation or execution of the contract.