GENERAL CONDITIONS OF SALE
These general conditions of sale replace any which may have been provided previously. They are likely to undergo subsequent modifications.
Any order placed with our company only constitutes a commitment on our part upon written confirmation. Any order placed with our company entails unreserved acceptance by the purchaser of these general conditions of sale, regarding which the purchaser recognises that it has read them, as well as of our prices featured in our price offers. Only express reservations, which must be made in writing and accepted by both parties, shall be contractual.
Our selling prices are presented excluding VAT, which shall be applied in addition, in those cases where it is applicable. Unless otherwise specified, these prices are understood to be ex-works, including packaging. These prices may be modified at any time, particularly in the event of changes in tax or economic data. Invoices are drawn up in accordance with the price in force on the day of the withdrawal or delivery of the goods. Any reduction in the quantity of the deliverables ordered may lead to a review of the initial offer. If special agreements stipulate penalties in the event of late delivery in relation to the contractual deadlines, these penalties may only be applied if the lateness is due to the action of L’Union des Forgerons and insofar as it has caused a real loss that has been cross-checked. Under no circumstances may these penalties exceed 5% of the workshop value of the late delivery. Payments for deliverables may not be postponed or changed due to penalties being incurred.
The contractual delivery deadlines are featured on the order acknowledgement of receipt. These deadlines may be called into question if one of the contractual commitments negotiated has not been fulfilled by the customer. In the case of custom work, the deadlines apply from the date on which the material is received. Under no circumstances may lateness in relation to the deadlines indicated entitle the purchaser to cancel the sale, refuse goods, or claim damages from L’Union des Forgerons. No returns of materials will be accepted without the prior approval of L’Union des Forgerons. If the shipment is delayed for any reason whatsoever that is beyond the control of L’Union des Forgerons, and provided that the latter consents to doing so, the material shall be warehoused and handled where applicable at the purchaser’s expense, with L’Union des Forgerons accepting no liability as a consequence of this operation. These provisions in no way modify the payment obligations for the deliverables and do not constitute a substitution of obligations.
Our products are sold ex-works in such a way that when L’Union des Forgerons organises carriage, it does so on behalf of the purchaser. If the prices are drawn up carriage-paid, then the expression “carriage-paid” only indicates that the carriage costs are included in the price of the goods, with the risks being (in any case) transferred to the purchaser when the goods are made available for loading. The purchaser undertakes to check the quality and quantity of the goods upon receiving them. In the event of delivery to a sub-contractor designated by the customer, it undertakes that the vehicles may carry out unloading as soon as possible without risks, and also undertakes to check the quantity and quality of the products when they are received. The additional costs incurred are borne by the purchaser. Any complaints about the quality or quantity of the goods received shall be subject to reservations upon receiving them and shall be forwarded to our company in writing within 48 hours of the date of unloading. Under no circumstances may a dispute concerning carriage provide grounds for defaulting on payment.
All the Customs and insurance costs shall be borne by the purchaser.
STUDIES AND PROJECTS
Projects, studies, and documents of any kind presented or sent by L’Union des Forgerons shall always remain entirely its property. L’Union des Forgerons retains full intellectual property rights over its projects, studies and documents, which cannot either be divulged or executed without its written authorisation.
Unless otherwise indicated, our products are offered packaged and strapped on wooden pallets.
Acts of God or Force Majeure such as full or partial strikes hindering the smooth running of our company, our suppliers, or carriers, as well as disruptions to transport, power supply or the supply of raw materials, shall have the effect of suspending our contractual obligations.
Payment of our invoices is carried out at our company’s head office, with the domicile of any bills or the acceptance of cheques payable in other locales not constituting a substitution of this exclusive place of payment clause. Unless otherwise agreed to, the amount of our invoices is net and does not include a discount. In principle, payment occurs 60 days from the end of the month of invoicing on the 10th of the following month, and is done using bills that are immediately negotiable. However our company reserves the right to require cash payment upon placement of the order. In the event of a bill not being returned 15 days before the due date, the invoice shall be considered not to have been paid by the due date. Defaulting on payment of an invoice by the due date renders all of our debts payable immediately, without prior notice. At our discretion, it may lead to the suspension of deliveries as well as to the termination of the contracts and orders in progress and release us from all commitments. Regardless of the method of payment, any default in payment by the due date shall lead to the invoicing of late payment interest calculated monthly on the basis of a rate equal to twice the official interest rate in force, with this applying even in the absence of a protest or formal demand via a registered letter or writ. If, in relation to a preceding order, the purchaser has evaded its obligations (default or late payment), it may be faced with a refusal of sale, unless the customer provides satisfactory guarantees or payment in cash. Furthermore, in the event of a disputes procedure, compensation equalling 10% of the unpaid sum shall be received under the penalty clause, in addition to legal costs.
The guarantee commitment made by L’Union des Forgerons is solely a commitment regarding the compliance of the product with the order placed by the customer. Any complaint lodged by the customer regarding the quantity or quality of the goods delivered must of necessity be made in writing within 48 hours of delivery. Failing that, the purchaser is deemed to have accepted the quantity and quality of the goods delivered. In the event of disputes, the purchaser must enable us to carry out the assessments required. The guarantee is strictly limited to replacing faulty product, excluding reparation for any other loss.
The liability of L’Union des Forgerons is strictly limited to the obligations thus defined. It is expressly agreed that L’Union des Forgerons shall not be held liable for any compensation such as economic losses or operating losses.
If, upon conclusion of a contract, the purchaser does not fulfil some or all of its commitments, and particularly if it does not pay an invoice by its due date, the contract shall automatically be terminated without prior notice, and all the sums already paid to our company, and particularly instalments, shall be retained by us as damages, without prejudice to any further damages.
RETENTION OF OWNERSHIP
L’Union des Forgerons shall retain ownership of the goods sold until actual payment of the main price and the ancillary prices. Defaulting on the payment of any one of these instalments whatsoever may lead to the goods sold being claimed. These provisions shall not pose an obstacle to transfer to the purchaser, upon delivery, of the risks of loss and deterioration regarding the goods sold, as well as the damages to which it may give rise. Under the framework of normal operation of its establishment, the purchaser is authorised to resell the goods delivered prior to payment. This authorisation shall be withdrawn automatically in the event of defaulting on a payment.
TRANSFER OF LIABILITY
Counting from delivery, the purchaser shall bear the risks relating to the loss or deterioration of these goods, as well as liability for the damages to which they may give rise.
ASSIGNMENT OF JURISDICTION
Any dispute, regardless of its cause, shall fall under the jurisdiction of the Commercial Court of Evry, which shall have sole jurisdiction, even in the event of the introduction of third parties or the existence of more than one defendant, notwithstanding any clause to the contrary. L’Union des Forgerons reserves the right to refer a case to the courts where the purchaser is domiciled.
All sales concluded by L’Union de Forgerons are subject to French law.