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GENERAL SALES CONDITIONS SEREMI
PROPERTY RESERVE CLAUSE

In application of law 80-335 of 12 May 1980, all merchandise will remain the property of the seller until complete payment for the merchandise has been received. All risks related to the aforementioned merchandise are transferred to the Purchaser at the moment of delivery.

These General Sales Conditions apply to all transactions undertaken by the company in the absence of an additional written agreement explicitly stipulating points about which the Company agrees to an exception.

The manufacturer is bound only upon his express acceptance of the firm and definitive order placed by the Purchaser. In accepting an estimate of a manufacturer and making an order, the Purchaser accepts the General Sales Conditions hereunder.

1 - The Company considers a binding order only that which it has accepted. No order can be partially or completely cancelled during production, except after payment of a cancellation fee, compensating for the undergone damage.

2 -Written offers from the Company are valid for a period of two weeks. Prices are subject to change without prior notice.

3 -Delivery times are indicative only, and the Company can under no circumstances be liable for a reimbursement or compensation in the case of a delay. In the case of a down payment accompanying the order, the deadlines start from the date of deposit of the down payment.

4 - It is the responsibility of the Purchaser to verify the quality, quantity, weight and dimensions of all merchandise and services delivered. In the case of non-conformity to the order, the Purchaser must notify the Company within five days if the default is visible, and, if the default is hidden, the Company must be notified within five days of the moment of awareness of the default. Material defaults, even if hidden, as well as transformation errors, require the Company only to provide a pure and simple replacement of the faulty products without compensation of any kind, the replaced products remaining its property. The Company does not accept any merchandise returns without having authorized it beforehand.

4.1 – All work done on goods for repair, alterations or for double molding requires the Company only to provide a pure and simple replacement of its original performance, without any further compensation.

5 – 5 Technical studies and recommendations are communicated to the Purchaser as purely indicative. They do not under any circumstances hold the Company responsible beyond that for which the Company is insured. It is the responsibility of the Purchaser to verify that they take into account the applicable regulations for realizations, the particular conditions of use, and the rules and regulations of his own profession.

5.1 – Parts supplied by our customers, requiring study and analysis must be considered as « good for study and analysis and without value ». The Company commits to returning them to the customer only upon express request from the customer. The Company will not be held responsible for the state of the aforementioned part upon its return.

5.2 – A part for which the study has been completed for over six months will be destroyed without mandatory advance notice to its owner.

5.3 – A study not followed by the realization of parts by the Company SEREMI cannot be considered as valid.

5.4 – CAO files which are not accompanied by hard-copy documents with comments and quotes will be considered as lacking any contractual value.

6 – 6 All sales of merchandise are final from their departure from the factory. All risk during transport and delivery are the responsibility of the Purchaser, whatever the mode of transport, free domicile or carriage forward.

7 – 7 Invoicing of delivered merchandise is established based on the given rates on the date of delivery. Payments of our invoices are accepted within 45 days (end of the month) beginning from the delivery date. Advance deposits are not subject to any discount.

8 – 8 Failure to make payment for a delivery authorizes our Company to suspend all other deliveries and payment will be due for the value of the delivered, ordered, and available products, as well as those in the manufacturing process. Delivered merchandise remains the Company’s property until complete payment is made. In the case of separate deliveries over the course of several months, each month will be invoiced for all deliveries made during the month. Any unpaid sum on the date of payment indicated on the invoice and in excess of the deadlines established in these General Sales Conditions will result, by right and without formal prior demand, in a late-payment interest equal to the rate of the most recent financing in European Central Bank, then increased by seven points (in conformity with law 2001-420 of 15 May 2001).

These interests will apply starting from the original deadline for payment and until complete payment is made. In the case of payment by bill of exchange, the failure to return the bill will be considered as a non-acceptance comparable to a non-payment. In all of the aforementioned cases, all sums that would be due upon future deliveries or for any other cause will be due immediately unless the Purchaser wishes to cancel the corresponding orders. The Purchaser will be obliged to reimburse all fees which may have occurred in the course of the contentious collection of due sums, including the fees of legal officials.

9 – 9 Liability in the case of loss, damage, and destruction of parts.

9.1 – in the case of loss of parts or damage to parts during manufacturing, or of destruction due to recognition of faults by the manufacturer, the latter will be responsible, at the choice of the Purchaser, for either establishing a credit corresponding to the accomplished work, or for redoing the work, with the support, when possible, of the original parts, or with new parts provided by the Purchaser. If it is proven that a part is irremediable, the subcontractor can replace the part for a price of lesser or equal value, taxes not included, indicated in cost price and which will under no circumstances exceed two times the price of our service. In order to claim additional compensation, the Purchaser must request this at the moment of drawing up the contract, and accordingly state in writing the value of the entrusted goods allowing the possibility to evaluate the supplemental price related to this additional guarantee for which the Purchaser must take responsibility.

9.2 - Parts that the Purchaser wishes to have modified will be returned for repair in the workshops of the manufacturer. In this case, fees applying to dismantling, reassembly and withdrawal are chargeable to the Purchaser.

9.3 – Except in the case of an express agreement with the manufacturer, the latter’s liability is strictly limited to the otherwise established obligations, and he will not be liable, for any reason, to additional compensation.

10 – Restriction of liability

10.1 – The manufacturer is free of liability in the case that the material provided by the Purchaser is defected, not in conformity to the material expected, not defined or not correctly adapted for the service required.

10.2 – The manufacturer shall also be free of liability in the case where he has not been informed of modifications done to the parts prior to the current order.

10.3 – The manufacturer shall also be free of liability if the default is due to the geometry of the parts, either due to conception, treatment in warehouse, prior treatment of the part by the Purchaser, or to improper use of the treated parts.

10.4 – In no case is the manufacturer liable for additional fees related to non-conforming material, shipped prior to verification and validation.

10.5 – The manufacturer shall have no liability concerning prototypes or trial parts, for which the Purchaser takes full responsibility.

11- In the case that we include in the invoice a contribution to the cost of materials, the Purchaser remains only a partial owner of the material, which cannot for any reason be removed from our company, without complimentary payment corresponding to the balance of the cost of the material, in addition to fees for the corresponding expertise.

12 – In the case in which a permanent minimum stock is required, a change in material will lead to payment by the customer for the entirety of the old-version stock, regardless of whether these parts have been ordered by the Purchaser.

13 – 13 Material not used during five years will be destroyed, without mandatory advance notice to the partial owner, except in the case of a notice received from the partial owner, one month prior to destruction date.

14 – 14 All invoices are payable to Seyssinet Pariset. Drafts and agreements to payment do not establish a dispensation to this place of payment. In the case of litigation, the Commercial Court (Tribunal de Commerce) of Grenoble is the only competent establishment, including for litigations wherein multiple defendants are involved and wherein appeal is guaranteed. -All contracts must be drawn up in French. -All abbreviations must be clearly defined on all documents.

15 – 15 Electronic documents and information on the Internet are not contractual. Only paper documents are valid and binding.