|Article 1: GENERAL
|Any order placed with DESVOYS confirms that the Purchaser has accepted these General Terms and Conditions of Sale and has renounced its own general conditions of purchase including the trade union conditions. This acceptance is deemed to be acquired when no reservation was expressed by the Purchaser within 10 days.|
The prices and information given in our catalogues, prospectuses and price lists are not binding upon DESVOYS which reserves the right to make changes at any time without notice.
DESVOYS is bound by the commitments that could be made by its representatives or employees provided that this is agreed by DESVOYS. This agreement shall be deemed acquired in the event that DESVOYS does not raise objections within 8 working days upon reception of the order. The sales contract shall not be effective until DESVOYS shall have accepted the Purchaser's request.
|Article 2: DELIVERY TIME
|The delivery times are determined based on the information brought to the knowledge of DESVOYS on the day of the order. Late delivery shall not under any circumstances give rise to any compensation. DESVOYS shall be released from all undertakings concerning delivery deadlines by right:|
- if the terms and conditions of payment have not been respected by the Purchaser,
- in case of force majeure,
- in case of shortage of raw materials.
|Article 3: PRICE
|The prices of DESVOYS are established "ex works", in Euros and are exclusive of VAT, on the basis of the exchange rates known on the day of the order. They may be revised in case of significant exchange rate fluctuations. They may also be revised in the event of a significant and sudden increase in the price of raw materials. The arrangements may be specified, if appropriate, in the Special Terms and Conditions.
|Article 4: SHIPMENT AND DELIVERY
|Whatever the shipping method, the shipment is made under the express responsibility of the Purchaser. All transport, insurance, customs, granting and handling operations, brought to work are at the expense of and at the risk of the Purchaser, which it is to check the shipments on arrival and exercise, if applicable, its recourse against carriers.|
In the case of a delivery by DESVOYS, the Purchaser is responsible for expressing reservations during the delivery. Such reservations shall be noted on the delivery order. Later claims cannot be accepted.
In case of collection by the customer at DESVOYS, the products shall be deemed to have been checked when taking over the goods. Under no circumstances may the removal of the materials by the Purchaser be the subject of a commercial asset for the transport.
Every consignment must be accompanied by a delivery note describing the products delivered. The Purchaser shall without delay notify DESVOYS of any differences that were found.
In the absence of those remarks, the deliveries from DESVOYS will be deemed to have been completed correctly and in accordance with the delivery note.
|Article 5: TERMS OF PAYMENT AND RETENTION OF TITLE
|Payment is made in accordance with the terms and conditions provided at the time of order. In the event of payment by accepted draft, the Purchaser is required to return the acceptance within eight days from receipt of the invoice or the corresponding statement. In case of cash payment by cheque, the Purchaser is obliged to make the payment upon receipt of the invoice. In such cases, no delivery may occur as long as the bank draft or the cheque has not been received by DESVOYS.|
Invoices are to be paid according to the conditions specified in the invoice, no discount is applicable.
Invoices for under €31, including tax, shall be payable upon receipt of the invoice without discount.
A management fee of €1, excluding tax, applies to each invoice issued.
The transfer of ownership to the sold item is subject to the payment of the price on the due date by the Purchaser or according to the deadlines in accordance with the Act of 12 May 1980. However, the risks are transferred to the Purchaser as soon as delivery takes place.
In the event that the payments do not occur in the period forecasted by the parties, DESVOYS reserves the right to take back the delivered good and, where it deems fit, to resolve the contract. Charges of any kind related to this material recovery operation shall be borne by the Purchaser.
By express agreement, the sales contracts of DESVOYS are always concluded under the resolutory condition of the total payment by the Purchaser on the due date or at the agreed deadlines.
The presentation of a banker's draft or any other document which creates an obligation to pay does not constitute an effective payment within the meaning of this provision.
Regardless of any agreement previously concluded, all remaining due sums shall immediately become payable in the case where one of the payments is not made at the agreed date.
In accordance with Articles 441-6 and D.441.5 of the French Commercial Code, any delay in payment rightfully entails, in addition to the penalties for delay indicated below, an obligation for the debtor to pay fixed compensation of €40 for recovery costs.
A late payment of more than 8 (eight) days compared to the agreed deadlines, shall result in, whatever the initial payment terms planned and without requiring any preliminary hearing:
- the right of DESVOYS to suspend the fulfilment of any other orders that could have been accepted, notwithstanding any damages and interests,
- a default interest at the rate of 1.95% per annum on the amount of the debt, including tax, from the contractual payment date up to the date on which payment is actually made. In France, the invoicing of interests is subject to the VAT at the current rate.
- a contractual penalty of 15% of the amount of the debt, including tax, in the event that DESVOYS has been obliged, upon default by the Purchaser, to start a pre-litigation procedure,
- the charging of expenses of any kind incurred by DESVOYS or that DESVOYS may be required to pay.
|Article 6: GUARANTEES
|DESVOYS and the Purchaser recognize each other as professionals of the products sold.|
6.1 Conditions under which guarantee will apply
DESVOYS' products are guaranteed for one year from the date of delivery. The guarantee is limited to the pure and simple replacement of the parts recognized defective by the DESVOYS technical service. The port and the manpower remain the responsibility of the Purchaser. Any request for warranty must be accompanied by the defective part, and indicate the number of the machine and the date of commissioning. Wear parts, tires and hoses are excluded from the warranty.
Any abnormal use of the equipment, modification to the equipment by an unauthorized person acting without the agreement of DESVOYS, the use of spare parts not being original, entails the loss of the right to the guarantee.
In order to invoke the benefit of these provisions, the Purchaser must notify DESVOYS, without delay and in writing, of the defects that it attributes to the product and provide all justifications as to the reality of these. It must give the Company DESVOYS all facility to proceed to the observation of these defects and to remedy it.
6.2 Parties' obligation
DESVOYS is only responsible for the conformity of its product with the specifications of its data sheets available on request. The Purchaser is always responsible for the choice of the product, for the adequacy between the machine and the result expected by himself or his own customer. He is responsible for its proper use under the rules of art and regulations. In no case DESVOYS has any obligation at the level of the final result. It is up to the Buyer-reseller to advise his own customer on the proper use of the product. DESVOYS is at the disposal of the Buyer-reseller to help him in this task within the limits of his knowledge and experience.
The Buyer-reseller is responsible for the delivery of the accompanying documents of the equipment to his client user (instruction manual, warranty card, certificate of conformity, etc.). DESVOYS is at his disposal to provide him with any documents that may be missing.
6.3 Intervention out of warranty
Interventions and replacement of parts made out of warranty by the DESVOYS after-sales service will be the subject of an initial quote. The travel and accommodation costs of the DESVOYS after-sales service's technicians are the responsibility of the Purchaser.
6.4 Case of DESVOYS subcontractor
When it acts as a subcontractor, DESVOYS is only responsible for its performance.
6.5. Force majeure.
DESVOYS is released from its contractual obligations in case of force majeure. Are contractually assimilated to the force majeure and will constitute causes of extinction or suspension of the obligations of DESVOYS without recourse of the Purchaser, the accidents of force majeure affecting the production and the storage of DESVOYS, the total or partial stoppage of the supply, the failure of the carrier, fire, flood, machine breakage, total or partial strike, administrative decisions, acts of third parties, war and any external event likely to delay, to prevent or render economically exorbitant the execution of DESVOYS' commitments.
|Article 7: DEPOSITED OR DEMONSTRATION MATERIAL
|The acceptance of the material by the depositary implies acceptance of the general terms and conditions of sale of DESVOYS, as well as of the specific provisions of the depositing of material. Besides the provisions of the above-mentioned article 4 and in the event of a depositing of material by DESVOYS, the depository undertakes to:|
– bear the round-trip transport costs and the handling charges caused by the related materials,
– take all necessary measures to ensure the proper preservation and the maintenance of the material,
– remove no spare part of the material without the prior written authorization of DESVOYS,
– bear any costs related to the repair of damages involving the depositing period of the material,
– return such material to DESVOYS upon its request or at the agreed-upon expiry of the deadline during the depositing of the material,
– give DESVOYS immediate previous notice in the event of a sale of the material,
– take out an insurance contract for the material deposited as "entrusted goods" with an insurance company that is known to be solvent during the period of insurance coverage and to provide DESVOYS, upon request, with the proof of such insurance. This insurance shall be underwritten for an amount which is at least equal to the value of the material,
– take out for his own account any insurance he considers necessary in conjunction with the deposited material.
If it is used for demonstrations, the depositary alone is responsible for the conditions of the material's demonstration and for the use of the machine. Under no circumstances should the material be used by the depositary for any other purpose other than the demonstration without prior written authorization from DESVOYS. In no case, the depositary cannot entrust the material to anyone for any particular purpose whatsoever. If, at the expiry of the deadline set for the deposit of the material, the material has not been returned to DESVOYS, the latter will have the possibility to take it back or to invoice the depositary for it. It will then consist of an invoicing with the customary terms and conditions of sale. In the event that the material has been returned in a defective state, DESVOYS will perform the required restoration of the material at the depositary's expense. DESVOYS will invoice the depositary for such costs.
|Article 8: INSURANCE AND LIABILITY
|DESVOYS is insured for all the usual risks of its activity and at the usual level of the profession. DESVOYS holds at its customers' disposal the valid certificates and the guarantee tables.|
By express agreement, which is a substantial condition of the contract, the customer waives any recourse of any nature beyond the guarantee limits of DESVOYS.
|ARTICLE 9: SPECIAL TERMS AND CONDITIONS
|These general conditions of sale do not exclude the application of special conditions of sale.
|ARTICLE 10: GOVERNAL LAW AND JURISDICTION
|French law applies to DESVOYS' sales and related agreements. Purchaser's orders are placed under a formal condition that in the event of disputes over the supplies and their payment, the MAYENNE Commercial Court will have exclusive jurisdiction to the exclusion of any other jurisdiction designated by the Purchaser even in case of defendant plurality. All documents must be written in French.