In this document the following words shall have the following meanings:
1.1 « Buyer » means the organisation or person who buys Goods from the Seller;
1.2 « Goods » means the articles to be supplied to the Buyer by the Seller;
1.3 « Intellectual Property Rights » means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 « List Price » means the list of prices of the Goods maintained by the Seller as amended from time to time;
1.5 « Seller » means F-DGSi, whose registered office is at: 8-10 rue du Bois Sauvage, BAT. Q18, 91000 EVRY , FRANCE , with company registration 490399037 RCS Evry.
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3. Price and Payment
3.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs. Carriage shall be paid for by the Buyer.
3.2 Payment of the price and VAT and any other applicable costs shall be due within 30 days of the date of receipt of the invoice supplied by the Seller.
3.3 The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5.38% per annum above the base rate of the Bank of France.
3.4 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
3.4.1 require payment in advance of delivery in relation to any Goods not previously delivered;
3.4.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
3.4.3 terminate the contract.
use of such description shall not constitute a sale by description. For the avoidance of doubt,
the Buyer hereby affirms that it does not in any way rely on any description when entering into
accept that such a sample is so shown and inspected for the sole purpose of enabling the
Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.
specified by the Buyer on the date specified by the Seller. The Buyer shall make all
arrangements necessary to take delivery of the Goods whenever they are tendered for
delivery.6.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be
of the essence of the contract.
6.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall
be entitled to place the Goods in storage until such times as delivery may be effected and the
Buyer shall be liable for any expense associated with such storage.
6.4 The Buyer shall be entitled to replacement Goods where the Goods have been damaged
during transportation. The Buyer must notify the Seller of the damage within 24 hours of
Seller`s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when
the Goods are entrusted to it or set aside for its collection, whichever happens first.
Seller shall repair, or in its sole discretion, replace defective Goods free of charge within 12
Months from the date of delivery or 8000 hours of running ( the first coming will validate the
end of the warranty period), subject to the following conditions:
9.1.1 the Buyer notifying the Seller in writing immediately upon the defect becoming
9.1.2 the defect being due to the faulty design, materials or workmanship of the Seller.
9.2 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if
so requested by the Seller.
9.3 Where the Goods have been manufactured and supplied to the Seller by a third party, any
warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer.
9.4 The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods
in the event that such price has already been paid.
9.5 The remedies contained in this Clause are without prejudice to the other Terms and
Conditions herein, including, but without limitation, Clauses 10 and 11 below.
representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its
behalf, prior to the making of this contract where such representations were made or given in
10.1.1 the correspondence of the Goods with any description;
10.1.2 the quality of the Goods; or
10.1.3 the fitness of the Goods for any purpose whatsoever.
10.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any
express term of this contract where such term relates in any way to:
10.2.1 the correspondence of the Goods with any description;
10.2.2 the quality of the Goods; or
10.2.3 the fitness of the Goods for any purpose whatsoever.
10.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any
description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose
whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.
11. Limitation of Liability
reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer
but in an amount not exceeding the contract price.
11.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude
the liability of the Seller for death or personal injury as a result of the Seller’s negligence or
that of its employees or agents.
12. Intellectual Property Rights
Agreement shall, so far as not already vested, become the absolute property of the Seller,
and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the
Seller by the execution of appropriate instruments or the making of agreements with third
13. Force Majeure
delay or failure results from events or circumstances outside its reasonable control, including
but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or
machinery or shortage or unavailability of raw materials from a natural source of supply, and
the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for
such time as the Seller considers unreasonable, it may, without liability on its part, terminate
14. Relationship of parties
implying any partnership or joint venture between the parties and nothing in these Terms and
Conditions shall be deemed to construe either of the parties as the agent of the other.
15. Assignement and Sub-contracting
transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer,
without the prior written consent of the Seller.
Terms and Conditions herein shall not be a waiver of them or of the right at any time
subsequently to enforce all Terms and Conditions of this Agreement.
for any reason by any court of competent jurisdiction such provision shall be severed and the
remainder of the provisions hereof shall continue in full force and effect as if these Terms and
Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
18. Governing Law and Jurisdiction
and the parties hereby submit to the exclusive jurisdiction of the French courts.