Terms of sales

1. Generalities

Unless expressly agreed with the client, every order automatically implies acceptance of the following terms and, if necessary, special conditions specified at time of order. It applies in full to all sales of goods and services provided by all entities of Sirea Group (“the seller”) without exception, to its customers in France and abroad (“customer”).

Offers are valid within the time period which, unless otherwise stated, is two months from the date of submission of the bid. French version on general terms and conditions of sale will prevail over any other version.

2. Order

Any special terms or conditions of purchase shown on the order of the client in opposition with these conditions, will be considered void.

No addition, omission or amendment to any clause of these terms of sale shall bind the seller, unless written acceptance on his part.

In case of any change (name, quantity …) of an order already received and acknowledged by the seller, conditions previously agreed cannot be renewed without written consent of the seller, and acceptance by customer of possible additional costs and extensions.

In case of suspension of the order by the customer, the customer may bear the costs of immobilization and storage, to a maximum cost of 10% of the amount of the order.

Any order passed verbally, by telephone or by fax must be confirmed in writing. Without formal univocal written confirmation of the order by the customer, the seller is not obliged to take the order into account.

Any work under this order will be executed only after reception of written confirmation and express acceptance by the seller.

3. Contract

The offer of the seller consists of a budget, a pro forma invoice or a document dated and binding the seller, established on the basis of needs clearly defined by the customer, who will specify the terms of use and operation of goods, particularly if they are exposed to specific conditions (climate, dangerous products …). The seller can not be held responsible for consequences of an omission, inaccuracy or error in the information provided by the customer. The seller may, at his discretion, pass on the possible financial implications of these omissions, inaccuracies or errors.

The offer of the seller includes as well all the technical specifications, recommendations for use and maintenance of goods, and, where appropriate, specific constraints (storage, time of use, maintenance), the necessary technical prerequisites for proper installation and use of the goods, any prerequisites for the successful completion of the services, general conditions and eventually special, warranties, and these terms and conditions. Any other informative or advertising material is excluded by the seller and will not have contractual value.

The goods comply with technical regulations and standards applicable in France.

The seller undertakes to analyze the customer requirements and to respond to the limit of feasibility, with respect to the contract and the rules of art. The seller will inform the customer, within the limits of his technical knowledge, of the constraints of the implementation of the contract. The seller is subject only to a best-endeavor obligation. If the application requires specific studies, the seller will inform the customer, and these may be specifically invoiced after acceptance by the customer.

The customer will provide the seller all information about constraints, authorizations or documents needed for the execution of services. The lack of communication on required elements may prevent or delay the execution of the contract without any compensation or penalties that may be claimed to the seller.

The contract is regarded as concluded after the unequivocal and formal acceptance of the customer of the offer provided by the seller as a whole.
The scope of the contract is limited to goods and services specified in the offer of the seller, who reserves the right, without changing the price nor deterioration in the quality for the customer, to replace the goods ordered by perfectly equivalent goods and subcontract all or part of the studies or services provided in the contract.

The Parties undertake to modify the contract in case of changes due to new constraints found during the execution of the contract, especially in case of changes in legislation and standards, or tough sudden variation justified by the seller materials and components, or exchange rates, to restore the balance of the contract.

4. Price

Our prices are net, excluding customs fees, excluding transport costs, excluding insurance, goods packed in standard packaging, shipped, unless specific provisions indicated in the offer.

Currency of supply and payment is Euro, unless otherwise specifically stated in the offer.

Any other service or benefit as staff training, commissioning and installation of the equipment are included in our services only if they are stipulated in the offer and have been the subject of a specific order from the customer.

Prices are established at the economic conditions prevailing at the date of the quotation. Beyond the option period, they will be updated on the basis of prices prevailing on the date of the order.

5. Delivery

Delivery time indicated by the seller on the acknowledgment of receipt of the order is indicated only for information, unless the contract specifically mentions the contractual nature of this time period. However, such an agreement will be disregarded if the agreed terms of payment are not met by the customer, in the case that technical information, specifications and conditions to be provided by the customer, are not received in time by the seller, and in case of force majeure or technical events such as social conflicts, epidemics, war, natural disaster, interruption or delay in delivery by suppliers or carriers.

In case of advance payment specified in the contract, the delivery of goods or services will run only from the date of reception of this deposit by the seller. Otherwise, the date mentioned on the receipt of the order is binding.
Deliveries of goods are deemed EXW (Ex Works, Incoterms 2010), unless specific provision mentioned in the contract.

If the customer manages the transportation, it will be his own responsibility and will assume all financial consequences and risks according to the carrier designated by him. In this case, any storage operation exceeding 8 days the delivery date will be subject to agreement of the seller

6. Packaging / Transport / Reception of goods

The seller offers a standard package of his choice. If the customer wants a specific packaging, he is required to specify it in its order so that the seller can take it into account in the offer. In all cases, it will be mentioned in the order, before the conclusion of the contract, and paid by the customer. The disposal of packaging is supported by the customer who agrees to comply with the regulations existing at the place of installation of the equipment.
Carrier liability is governed by clauses of Articles 103 and following of the Commercial Code (code du commerce), which is of public order.

The customer has to check at its own expense and under his responsibility the apparent condition of the goods upon delivery.

In case of damage or loss, the consignee is obliged, under penalty of losing the right to compensation, to make precise reserves on the shipping voucher confirming it by writing letter and keep a signed copy of himself and of the deliveryman clearly identifying the name of the recipient and the deliveryman, date and time of delivery, and to confirm by registered letter with the carrier within three working days from the date of delivery (Article 105 of the Commercial Code – code du commerce -).

In case of violation of these rules, no loss or damage of goods will be considered.

The customer will not deduct any amount from the invoice issued by the seller for penalties or discount corresponding to a non-compliance. The seller undertakes, in case of admissibility of reservations, to ensure compliance of goods and services.

7. Risk transfer

Risk of loss or damage of products, as well as responsibility for any damage they may cause, shall be borne by the client from the moment of provision of such products.

The customer is responsible for the use of goods under normal conditions, consistent with the usage and precautions provided by the seller, as well as compliance with technical regulations and standards applicable in the place of installation, especially relating to safety and to environment.

8. Invoicing

Invoiced prices include VAT, the payment deadline and packaging costs. These services, as well as transportation if it is considered in the contract, as the case may be, charged separately.

All orders shall be paid in advance, unless otherwise specified in the offer.
Financial consequences of any changes requested by the customer and accepted by the seller that will affect the specifications, plans, quantities or the time period specified in the acknowledgment of receipt of the order, will be subject to additional invoicing.

If products are delivered on loan or on deposit to the customer, the seller may demand to take them back at any time, without notice. In case that the customer was not able to return those goods, they would be billed at the applicable rate on the date of restitution.

9. Terms of payment

Deadlines and payment terms are mentioned in the seller offer and depend on the amount of the order.

Otherwise, payment terms for any order from a customer located outside the French territory consider a minimum advance of 30% and a payment of the remaining amount of the order before shipping or a LC (Letter of Credit) confirmed by the bank of the seller.

Otherwise, for customers located on French territory, and in accordance with the provisions of the 2008-776 economy modernization law of 4 August 2008, art L441-6 of the Commercial Code, the deadline for bill payment of goods and services is fixed at 45 days end of month date of the invoice issued for any order exceeding 1000 Euros, and cash for all orders of an amount less than 1000 Euros.

All payments are to be made at the seller registered head-office.

The settlement date or due date indicated on the invoice means the date of actual payment. Commercial paper must be returned within 15 days from receipt of the invoice. Checks will be sent no later than the due date.

10. Failure or delay in payment

A default, as in the case of partial payment on the due date, and in accordance with Article 3 of the Law 921442, there is a liability to interest on late payment corresponding to one and a half time the legal interest rate that will accrue as of right from the first day of delay on the TTC amount able to be required, minimum of forty (40) Euros, and without prejudice to any other damages or other costs. This without any need to send a notice by registered letter with acknowledgment of receipt to the customer.

If there is default in payment of a single term payment (or of a single draft on its due date), all the sums due from the customer to the seller will become payable immediately. The request for payment of the full amount owed, possibly accompanied by penalties and recovery costs, does not constitute a waiver of the benefit of the title retention clause stated below (article 11 of these general terms and conditions of sale).

During the period of the outstanding debt, the seller will be relieved of his obligations to do or deliver.

Discounts, refunds and other benefits agreed by the seller, will be canceled without prejudice to the validity of contracts, the seller reserving the right to cancel these contracts.

It is reminded that in the event that the delivery of goods would be suspended, where the title retention would have been discarded by the customer, the seller has a right of retention of goods in accordance with Article 2286 of the Civil Code.

11. Title retention

Products remain the property of the seller until the payment for the whole product is made.

In case payment must be made by means of commercial paper, the transfer of ownership to the client will be carried out only after the actual payment of such goods.

However, the seller authorizes the client upon delivery, to conduct any processing, installation or sales relating to those goods, being expressly agreed that, even in this case, the seller will retain the right to claim property, in whatever state and hands these goods are.

In addition, upon delivery, the client shall take custody and bear all risks both against the seller and the third party. Consequently, the client will be required to fulfill its obligations to the keeper of the goods, this to comply with the clauses of the Low 80.335 May 12, 1980.

In the case of deterioration in the financial circumstances of the customer, adjustments, judicial liquidation or any other action that could endanger his right to property, he is required to immediately notify the seller to enable him to claim their goods. In this case, any payment or deposit paid by the customer will be retained by the seller for damages and interest.
If this change in the client’s situation occurs during the execution of the contract, the seller may require payment in full of the amount of the order, or suspend the contract, or refuse to conclude the contract.

12. Industrial property

The sale of a product by the seller does not give the customer any rights to patents, licenses, trademarks and other intellectual or industrial property, the seller has the enjoyment regarding products sold even if the product has been manufactured specifically for the customer and at his request.

The provisions of this Article shall apply inside and outside the French territory, regardless of the customers’ place of residence or the place of delivery of goods, and regardless of the laws of the concerned territories.
All equipment, tools, documents, whether or not patentable inventions made by the seller in connection with any work study and/or manufacture are the property of the seller.

The parties agree to a confidentiality obligation concerning any document, information, products, or medium exchanged during negotiation and execution of the contract. Public information previous to the contract is not affected. The Parties undertake not to use, all or part of the confidential information for commercial purposes, communication, copy or imitation.

No communication or disclosure of any of the parties gives express or implied rights to the other party, on materials, products, inventions, discoveries, copyrights, literary or artistic property, trademarks and relevant information of business secrecy.

13. Warranties and warranty limits

Warranties and warranty limits are governed by the warranty terms and conditions of Sirea Group, which includes all its subsidiaries.

It is the responsibility of the customer to act professionally by learning about the consistent use of its facilities with the goods from the seller, and to ensure sufficient technical level of its players and installers for the installation and use of these goods.

14. Force majeure

Neither party shall be liable for any failure of performance of the contract when it is directly or indirectly linked to a case of force majeure, in the broad sense and beyond the French case, whether a climate event, war, fire, strike, embargo, accident, explosion or any other reason not mentioned. In case the case of force majeure or its effects would extend over a period greater than six (6) months, the contract will become void 15 days after written notice of either party. In case of breach of contract, the amounts committed by the seller will be paid by the customer.

15. Attribution of jurisdiction

The parties undertake in first place to settle amicably any difference from the validity, interpretation, execution, suspension or contract termination. Failing amicable settlement, differences will be submitted to mediation in accordance with Regulation of a center of conciliation and arbitration to be appointed by the seller. If unsuccessful, the jurisdiction of which the seller depends will then have exclusive competence regardless of the place of delivery or payment, including the case of guarantee call. Only the French law, including the Vienna Convention on the International Sale of Goods of April 11, 1980, will be applicable to contracts concluded by agreement of these terms.