I – GENERAL:
For professionals, traders and companies, all orders automatically imply acceptance of the following general terms and conditions of sale and, where applicable, the special terms and conditions specified at the time the order is placed.
Offers are valid within the option period which, unless otherwise stipulated, is one month from the date that the offer is made.
Information given in catalogues, notices and price lists is for guidance only, and the seller may amend it at any time without notice.
II – THE ORDER:
Any clause or special condition of purchase appearing on the customer’s order form which conflicts with these conditions shall be considered null and void.
No addition, omission or amendment to any of the provisions of these conditions of sale shall be binding on the seller unless accepted in writing by the seller.
An order is only valid after acknowledgement of receipt by the seller.
Any change notified by the seller on the acknowledgement of receipt shall be deemed to have been accepted by the customer, unless the customer notifies the seller in writing of an objection to the change within eight days of the date of the acknowledgement of receipt.
In the event of any alteration (designation, quantity, etc.) to an order already received and confirmed by the seller, the conditions previously agreed may not be renewed without the seller’s agreement.
Except in the case of cash sales, the seller reserves the right to refuse any order for an amount of less than 90.00 euro excluding tax, this amount being subject to change by circular.
For all orders of less than €90.00 excluding VAT after discount, an administration fee of €10 will be charged.
III – PRICES:
Goods and materials will be invoiced at the EXER price at the date of delivery.
Prices are exclusive of VAT. Delivery, postage, packaging and insurance costs are invoiced in addition.
Prices are calculated on the basis of the current exchange rate and taxes known at the time of ordering.
Prices may vary in accordance with the legally authorised provisions as a result of changes in interest rates prior to the delivery date.
Orders for special services and products not included in the EXER price list will be invoiced at the price set out in the commercial proposal.
IV – DELIVERY TIMES:
The delivery times specified in the order acknowledgements are given for information only. Under no circumstances may late delivery justify the cancellation of the order, the payment of any compensation or the application of penalties for late delivery.
The seller is released as of right from any time commitment relating to its deliveries and reserves the right to suspend delivery:
– if the customer fails to comply with the agreed terms of payment.
– in the event that the technical, financial or commercial information, specifications, etc., to be provided by the customer are not received by the seller in good time.
– in the event of force majeure or events such as industrial disputes, epidemics, war, requisitioning, fire, flooding, tooling accidents, large-scale rejection of components during manufacturing, interruption or delay to transport or any cause leading to partial or total shutdown on the part of the seller or its suppliers.
– force majeure includes any export ban imposed by the government of the country of origin of the equipment.
V – TRANSPORT AND DELIVERY:
Goods are deemed to be delivered to the customer at the seller’s registered office. They are dispatched with carriage and packaging to be paid by the customer, with insurance to the place of delivery being contracted by the seller; all these costs are invoiced on a flat-rate basis.
There shall be no recourse against the seller, the forwarding agent or the carrier for loss, damage or injury to the goods unless a report with irrefutable evidential value is sent to the carrier or forwarding agent within two days and the seller formally notified thereof within the same period.
The accessibility and fitting out of premises intended to receive heavy and cumbersome equipment must be arranged in good time by the customer; under no circumstances will the seller bear the cost.
VI – RETURNING GOODS:
No goods may be returned without the seller’s prior written consent. Goods may only be returned if they have not been modified or altered in any way, and must be returned in their original packaging. Transport and restocking costs are at the customer’s expense.
VII – RETENTION OF TITLE:
The goods listed and specified on the delivery note and invoice will remain the property of the seller until full payment of their price by the customer, notwithstanding the acceptance of any paper instrument. The customer may not dispose of the goods in any manner whatsoever until this condition has been fulfilled. In the meantime, the goods must be kept separately in the customer’s warehouses or workshops. The risk of loss, theft or destruction shall be borne by the customer.
VIII – TERMS OF PAYMENT
For any customers that does not have an account with the seller, payment is due in cash at the time when the order is placed.
Any request to open an account must be accompanied by the usual banking and commercial references. (RIB, company registration certificate, pages 1 to 4 of the last three balance sheets and an EXER account opening form signed by both parties)
Unless otherwise agreed, payments are due within 30 days net.
Bills of exchange subject to acceptance and promissory notes must be drawn up or returned within the time limits specified in the Commercial Code. Early payment discount : 0.5%.
IX – NON-PAYMENT :
Any delay in payment shall automatically give rise to the right to collect interest at a rate per month corresponding to the bank base rate in force at the time when the delay was noted, plus 1.5 times the legal interest rate, in addition to recovery costs. Any delay in payment will automatically give rise to a fixed penalty of 40 euros for collection costs in addition to the late payment penalties (Decree no. 2012-1115 of 02/10/2012)
As this provision has been formally and irrevocably agreed between the parties, no prior formal notice will be required, in express derogation of articles 1146 and 1153 of the French Civil Code.
If the seller grants an extension of the due date, there shall be no novation of the debt.
In the event of non-payment of a single instalment (or a single bill of exchange on its due date), all sums owed by the customer to the seller shall fall due immediately.
The sale will only become complete and ownership transfered once all the invoices have been paid in full.
In the event that the seller is forced to demand payment of invoices, even simply by registered letter, a minimum indemnity fixed at 10% of the amount of the debt shall be payable by the customer, as from the date on which the invoice is due, by way of irreducible and fixed penalty clause.
X – LOAN OF EQUIPMENT:
In exceptional circumstances, EXER reserves the right to install items of its own equipment on loan.
Such equipment is placed “in the custody” of the custodian and under its full and complete responsibility.
The custodian undertakes to take out such insurance as may be appropriate to cover the equipment against all risks.
The conditions for lending equipment will be set out on a case-by-case basis.
It is expressly noted that whatever the maximum loan period, the custodian must inform EXER at least 5 days before the end of the loan period of its intention to return the equipment.
Failing this, and after this period, EXER will invoice the custodian for the price of the equipment, the custodian in such an instance being deemed, expressly and without reservation, to have acquired it under the conditions previously agreed between the parties.
XI – TRAINING:
Postponement or cancellation of enrolment is possible up to 15 working days before the start of the course, without justification or application of a penalty. Any enrolment cancelled less than 15 working days before the course start date, or the trainee’s failure to attend on the course start date or their withdrawal from the course during the session, except in the case of justified force majeure, will result in the costs set out in the course agreement being invoiced.
XII – WARRANTY:
Equipment is guaranteed for 12 months from the date of delivery, unless otherwise stipulated.
The warranty covers only parts deemed defective by EXER, provided that the damage is not caused by misuse or improper handling by the customer.
The warranty will cease to apply immediately if, for any reason whatsoever, work is carried out by a repairer who is not approved by EXER.
Under this warranty, EXER’s only obligation is to repair or replace the product or part found to be defective and returned to EXER. All returns of products covered by the warranty must be accepted in advance by EXER. The customer will contact EXER after-sales service by telephone for this purpose. If the product is recognised as faulty, EXER will send the customer a product return number. Any product found to be defective must be returned in its original packaging, together with its returns number. Any product or part replaced under the terms of the warranty will become the exclusive property of EXER
Intervention under the warranty does not extend the warranty period.
This warranty is exclusive of any other warranty, including any express or implied warranty of fitness for a particular purpose. It is expressly understood that EXER will not incur any liability for any damage or costs, direct or indirect, or for any loss and in particular loss of profit, data or information or any damage or costs arising from the use or inability to use of the product.
XIII- RESPONSIBILITIES:
The purchaser of the equipment acknowledges being an “informed” user and, as such, declares that it is acquiring the equipment under the agreement between the parties in full knowledge of the facts, and declares that it is fully aware of the use and purpose for which this equipment is intended.
The customer accepts personal responsibility for accounting for the equipment purchased.
XIV- EXPORT OF EQUIPMENT BY THE CUSTOMER:
In view of the regulations in force, the buyer expressly undertakes to obtain the seller’s written agreement prior to any export or re-export of the sold equipment outside mainland France. The seller shall not be held liable if the customer fails to comply with this prior authorisation procedure.
XV – JURISDICTION:
In the event of any dispute concerning all or part of these terms and conditions of sale, or concerning any dispute arising from the performance of any order, the COMMERCIAL COURT of Lille shall have jurisdiction.