General terms and conditions of sale

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Purpose and scope

  • Any order of products implies the full acceptance and complete approval by the purchaser of these general terms and conditions of sale. These terms and conditions prevail over any other document of the purchaser, particularly any other conditions of sale, except by prior and explicit agreement of our company.
  • These terms and conditions of sale apply to all sales of products by our company except by specific agreement prior to ordering agreed in writing between the parties. Therefore, any order placed by a customer entails the latter’s unconditional and unrestricted adherence to these general terms and conditions of sale, except for specific conditions granted to the purchaser in writing by our company. The conditions negotiated by our agents only become final after they are accepted and confirmed by our company.
  • Any document other than these terms and conditions of sale, such as catalogues, prospectuses, advertisements or leaflets, is provided for information purposes only and is not binding.

Intellectual property

All technical documents given to our customers remain the exclusive property of DEPAGNE, which is the sole holder of the intellectual property rights covering these documents and must be returned by request of the company. Our customers undertake not to use these documents for any purpose which may infringe the industrial or intellectual property rights of our company and undertake not to disclose them to third parties.

Orders

Definition

Order is deemed to mean any order concerning the products which appear on our price list and which is accepted by our company, together with the payment of any deposit stipulated on the order form.
To avoid any error, orders placed by telephone will only be delivered after acceptance and confirmation in writing from the customer. We ask our customers to give the exact references of each device when compiling their order.
Orders given to our agents only become final after acceptance and confirmation by us.
As soon as the order is received, it becomes irrevocable.

Modification

  • Orders sent to our company cannot be withdrawn by the customer without written acceptance on our part.
  • Any request to modify the composition or volume of an order placed by a customer can only be taken into account by our company if the request is made in writing, including by fax or e-mail, and reaches our company within 8 days of receipt by our company of the initial order at the latest.
    If the order is modified by the customer, our company will be released from the deadline agreed for execution of the order.
    Any order for articles requesting special equipment cannot be cancelled once work on the order has begun.
    Modifications to registered orders will be costed and invoiced.
    Delivery will only take place after the written agreement of the customer.

Deliveries

Deadline

  • Delivery deadlines are given for information only as they depend in particular on the availability of carriers and the order of arrival of orders. Our company strives to meet the delivery deadlines given when the order is accepted, according to the shipping deadlines of reference in the trade, and to execute orders except in case of force majeur or circumstances outside our control such as, but not limited to, industrial action, frost, fire, storms, flooding, epidemics and procurement difficulties. Delayed delivery cannot give rise to any penalty or indemnity, and cannot be used as reason for cancelling the order.
  • Any delay concerning the date of delivery initially given does not justify the cancellation of the order placed by the customer and registered by our company.

Risks

Deliveries are made carriage paid. The transfer of risks concerning the products sold by our company takes place when the products are handed over to the carrier or when they leave our warehouses.

Transportation

It is the customer’s responsibility to notify the carrier in the event of damage to the goods delivered or missing items. Any product which has not been the subject of a complaint sent to the carrier by registered letter with acknowledgement of receipt within three days of receipt, in accordance with article L. 133-3 of the Commercial Code, a copy of which is to be sent simultaneously to our company, shall be deemed accepted by the customer.

Receipt

  • Without prejudice to the measures to be taken by the customer with regard to the carrier as described in article 4.3, in the event of visible defects or missing items, any claim of any nature whatsoever concerning the delivered products shall not be accepted by our company unless it is made in writing and sent by registered letter with acknowledgement of receipt within the period of 3 days stated in article 4.3.
  • It is the responsibility of the purchaser to provide all the necessary proof regarding the reality of defects found or missing items.
  • No goods may be returned by the customer without the express prior written consent of our company, obtained by fax or e-mail. The cost of return will only be at the expense of our company if the presence of a visible defect or missing items is established by us or by our representative. Only the carrier selected by our company is authorised to carry out the return of the products in question.
  • If, after inspection, the presence of a visible defect or missing items is established by our company or our representative, the customer can only ask our company to replace the non-compliant item(s) and/or to supply the missing items at the expense of the latter, without the customer being entitled to any compensation or to terminate the order.
  • Acceptance of the ordered products by the customer without any complaint being made covers all visible defects and/or missing items. Any complaints must be confirmed within the conditions laid out in article 4.4.1.
  • Claims made by the purchaser in the conditions and according to the procedure described in the previous article do not suspend payment by the customer of the goods in question.
  • The responsibility of our company can in no case be called into question for events which occur during transport, destruction, damage, loss or theft, even if DEPAGNE chose the carrier.

Suspension of deliveries

In the event of non-payment in full of an invoice that is due, and if subsequent notice to pay remains unanswered for 48 hours, our company reserves the right to suspend any current and/or pending deliveries.

Payment in full

Orders are accepted on the understanding that the customer is financially sound, and will settle any amounts on the due date, in compliance with current legislation. If our company has a genuine or particular reason to believe that the customer will experience payment difficulties on the date of order or subsequently to it, or if the customer is no longer as financially sound as on the date that the order was accepted, we may make acceptance of the order or our continuing with the order subject to payment in full, or demand that security be provided by the customer to the benefit of our company. If the customer refuses to pay in full, and no adequate security has been offered by the latter, our company can refuse to honour the order(s) placed and to deliver the goods in question without the customer having the right to maintain that there has been an unjustified refusal to sell, or claim any compensation.

Refused order

If a customer places an order with our company without having paid for the previous order(s), our company can refuse to honour the order and to delivery the goods in question without the customer having the right to claim any compensation for any reason whatsoever.

Price List / Prices

Price List

The current price list may be revised at any time, after our customers have been informed. Any modification to the price list will be automatically applicable from the date indicated on the new price list.

Prices

  • Our prices are carriage paid, unless otherwise expressly agreed with the customer beforehand. The cost of transport and packaging are at the recipient’s cost for any order of less than 700 euros. A flat rate of 30 euros will be invoiced to cover the cost of transport. The minimum invoice value is 110 Euros, excluding VAT (administration fee 15 Euros excluding VAT).
  • They are calculated in Euros net excluding VAT without discount and payable at 45 days, end of month.
  • Unless otherwise agreed, late deliveries do not entitle the customer to cancel or alter the contract. They do not give the customer the right to claim damages. No penal clauses included in the sales documents of our customers are binding upon us.
  • The performance times stated in an order are only accepted by our company and are only binding on it under the following conditions: compliance by the customer with the conditions of payment and deposits, timely supply of the technical specifications, no delays in the studies or preparatory work, no case of force majeur, social, political, economic or technical events hindering the operation of our factories or their supplies of components, energy or raw materials.

Methods of payment

  • Payment. Our invoices are payable on the due date stated on the invoice. Only actual collection of bank drafts or electronic bills of exchange shall be considered as constituting full payment under these general terms and conditions of sale.
  • Non-payment. Any sum including VAT which remains outstanding on the due date will give rise to the payment by the customer of penalties set at three times the French legal interest rate. These penalties are due as of right and will be automatically charged to the customer’s account.
  • Moreover, our company reserves the right to refer the case to the competent court to end this non-payment, with penalty payments per day of delay.

Retention of title

  • Transfer of ownership of our products is suspended until payment in full of the principal and other charges by the customer, even if payment terms have been agreed. Any clause to the contrary, in particular inserted in the purchasing terms and conditions, is deemed to be null and void, in accordance with article L. 624-16 of the Commercial Code.
  • It is expressly agreed that our company can enforce the rights it holds under this retention of title clause for any of its debts, over all of the products in the customer’s possession which will be contractually presumed to be unpaid, and our company can take them back or claim them in compensation for all its unpaid invoices without prejudice to its right to annul the sales in progress.
  • In the event of non-payment of an invoice which is due, our company may also annul the sale after sending written notice. In the same way, our company may unilaterally have drawn up, or draw up itself, an inventory of its products in the customer’s possession. The customer undertakes to give the company free access to its warehouses, stores or other for this purpose, and to ensure that identification of the company’s products is always possible.
  • In the event of insolvency procedures (receivership, liquidation) any current orders will be automatically cancelled and our company reserves the right to claim the goods in stock.
  • This clause does not prevent the risks concerning the goods being transferred to the customer as soon as they are delivered.
  • As from delivery, the customer becomes the custodian of the said goods. In the event of non-payment and unless we prefer to demand the full execution of the sale, we reserve the right to terminate the sale after notice has been sent, and reclaim the goods delivered, the return shipping charges remain the responsibility of the purchaser and the payments previously made shall remain our property under the penalty clause.

Guarantee against apparent or hidden defects

DEPAGNE products are guaranteed, except exceptional cases, during 12 months from delivery date, against any manufacturing defect. In order to enforce its rights and to make its requests admissible, the customer will have to respect the following conditions :

  • The products must be checked by the customer upon delivery, and any claim, complaint or dispute relative to missing items or visible defects must be made under the conditions set out in article 4. In the event of visible defects, the faulty parts shall be replaced by us, subject to verification of the alleged defects. The customer must provide all the necessary proof of existence of the defects found or missing items. Our company reserves the right to carry out inspections or verifications, directly or indirectly, on site.
  • Notice of faults which existed upon delivery and were revealed after receipt of the products must be addressed in writing by the customer within 3 days following the date on which the lack of conformity was discovered. No notification will be accepted if it occurs more than three clear days after delivery of the products.
  • No legal proceedings for non-compliance maybe started by the customer more than 8 days after delivery of the products. It is expressly agreed by the customer’s acceptance of these general terms and conditions of sale, that once this period has expired, the customer may not invoke the non-compliance of the products or respond with a counter-claim to defend itself if our company initiates legal proceedings to recover any debts. Failure to respect these conditions will mean our company will not be liable to the customer due to a hidden defect.
  • Defects or damage to products delivered resulting from abnormal storage and/or conservation conditions on the customer’s premises, in particular in the event of an accident of any kind whatsoever, shall not give the right to claim under the warranty provided by our company.
  • Under the terms of the warranty covering hidden defects, our company shall only be required to replace the faulty goods free of charge, without the customer having the right to claim any compensation for any reason whatsoever.
  • Our company guarantees its products against hidden defects in accordance with law, custom and case law and in the following conditions. Our warranty only applies to products which have duly become the property of the customer. It only applies to products entirely manufactured by our company. It is void if our products have been used under usage or performance conditions for which they were not designed. Our warranty only concerns hidden defects. As our customers are professionals, the term “hidden defect” is understood to mean a manufacturing defect rendering the product unsuitable for its use and not likely to be detected by the purchaser before use. A design fault is not a hidden defect and our customers are deemed to have received all the technical information relative to our products. We do not cover damage and wear resulting from a modification or a special assembly, abnormal or otherwise, of our products unless this has been carried out under our supervision. Our warranty is limited to the replacement or repair of the faulty parts. Our warranty ceases as of right if our customer has not notified us of the alleged defect within a period of 20 clear days as from its discovery. It is up to the customer to prove the day of discovery.

Force majeure

Are considered as force majeure or fortuitous events, events which are beyond the control of the parties, which they could not reasonably be expected to foresee, and which they could not reasonably avoid or overcome, insofar as their occurrence renders performance of the duties totally impossible.
The following events are, in particular, considered to be force majeure or fortuitous events releasing us from our obligation to deliver within the deadline initially agreed: strikes by all or part of our company’s personnel or its usual carriers, fire, floods, war, production stoppages due to fortuitous breakdowns, the impossibility of obtaining supplies of raw materials, epidemics, road closures due to thawing snow, road blocks, utility company strikes or supply disruptions, or procurement disruptions for which our company is not responsible and for any other reason of procurement disruption caused by our suppliers.
In these circumstances, our company will inform the customer in writing, in particular by fax or e-mail, within 24 hours of the date of occurrence of the events, the contract binding our company and the customer thus being suspended as of right with no compensation due, as from the date of occurrence of the event.
If the event lasts longer than 30 days as from the date of occurrence of the latter, the sale contract agreed between our company and its customer may be terminated by the most diligent party, without either party being able to claim damages.
This termination shall come into effect on the date of the first presentation of the registered letter with acknowledgement of receipt terminating said sales contract.

Assignment of jurisdiction

  • Our company elects domicile at its head office: 17, chemin de l’Agnelas – CS40047 – 38702 – LA TRONCHE Cedex.
  • Any dispute with respect to the application of these general terms and conditions of sale and their interpretation, execution and the sale contracts entered into by our company, or the payment of the price, shall be brought before the commercial court of the place where our head office is located, wherever the order is placed, wherever delivery or payment is made and whatever the method of payment, even in the case of a claim under the warranty or if there are several defendants.
    Bills of exchange do not constitute a novation or derogation to this clause assigning jurisdiction.
  • This assignment of jurisdiction is general and applicable, whether it is a question of a principle claim, ancillary claim, final order or interim order.
  • Moreover, in the event of any legal proceedings or any other debt recovery proceedings on the part of our company, the cost of recovery, legal costs and the fees of the lawyer and bailiff, and any other additional costs will be at the expense of the defaulting customer, together with all the costs linked to or resulting from the failure of the customer to comply with the payment conditions or the conditions for delivery of the order in question.

Waiver

Refraining from invoking any of the clauses herein at any given time shall not constitute a waiver of our company’s right to invoke these same clauses at a later date.

Applicable law

Any questions regarding the present general terms and conditions of sale, together with the sales it governs, which have not been covered by the present contractual stipulations, shall be governed by French law, to the exclusion of any other law and, as a supplement, by the Vienna convention on the international sale of goods.