General terms and conditions of sale
These general terms and conditions of sale are applicable to any offer issued by EFA France. Similarly, any order automatically implies the buyer's unreserved acceptance of all the conditions set out in this document and his waiver of any stipulation of its general conditions that would be incompatible with our own clauses.
I. Scope of the contract
1. Orders are only definitively accepted when they have been confirmed in writing by EFA France.
2. The weights, dimensions, capacities, prices and other information contained in catalogues, leaflets and advertisements are for information purposes only. This information is only binding if the contract expressly refers to it.
3. Unless otherwise stated, the prices of the materials contained in our proposals are valid for a period of 8 weeks after the date on which they were made. When EFA France has issued an offer, the prices and conditions of this offer relate exclusively to the products (quality and quantity) specified therein.
4. The documents covered by the offer, such as illustrations, drawings, weight and measurement indications, are only approximate in value insofar as they are not expressly qualified as mandatory. We reserve ownership and copyright rights to quotations, drawings and other documents. They must not be made accessible to third parties. We undertake not to make plans qualified as confidential by the customer accessible to third parties unless the customer has given us permission to do so.
II. Prices and payment
1. Prices are determined for each firm order according to the quantities mentioned on it.
2. If no special agreement has been reached, prices are exclusive of tax, ex works (EXW Incoterms 2000), including factory loading. To this is added VAT at the current statutory rate and transport.
3. The terms and conditions of payment are specified on the invoice. Payment can be made by cheque or bank transfer, or even by bill of exchange if the amount of the delivery is higher than 1000 € HT. The date and terms of payment cannot be delayed under any pretext whatsoever, even in dispute. In the event of late payment, a penalty of 1.5 times the legal rate s´élevant may be applied to the remaining sums due.
The payment period is set after analysis of the buyer's file. For any first order, payment is due at the time of ordering. Any special exceptions must be agreed in writing by us.
4. In the event that the buyer fails to pay all sums due to EFA France, we reserve the right, with or without notice, to suspend all deliveries to the buyer until the latter has paid the sums due, and to repossess the delivered equipment.
III. Price review
1. Our prices are based on the cost factors in effect at the time of conclusion of the contract. If, before delivery, the prices of materials, labour and other costs increase dramatically, we reserve the right to adjust our rates accordingly.
2. The prices of our imported equipment are established according to customs duties and the exchange rates of the currencies in force at the time of their establishment. Any change of more than 2.5% in the exchange rates used to establish our rates may be passed on when invoicing, even when an offer or acknowledgement of receipt has been drawn up. The same applies to changes in the rates of our principals.
IV. Delivery and delivery time
1. Deliveries are made to the address indicated on the order form.
2. Partial deliveries are permitted, unless the split delivery is objectively of no interest to the customer.
3. The delivery time is the one agreed in the order confirmation. Unless otherwise stated, it is "ex works". It is given for information only and may be extended due to delays from our suppliers, scrapping of parts, strikes, etc. Under no circumstances may the extension of the announced deadline give rise to cancellation or penalties on the part of the buyer.
4. EFA France shall not be held liable for any delay or failure to fulfil its obligations in the event of force majeure, in particular in the event of natural disasters, bad weather, fire, explosion, flood, national strike, accident, riot or civil unrest, abnormal delay due to the supplier, shortage of products and materials.
V. Transfer of risk and taking delivery
1. All our sales are made "at the factory" and consequently, the buyer bears the risk of the goods as soon as they are made available, including in the case of partial deliveries. If the shipment is delayed for reasons for which the customer is responsible, the risk shall pass to the customer on the day the goods are ready for shipment. All handling, transport, customs and insurance operations are at the expense and risk of the buyer, who is responsible for checking the shipments on arrival and reserving, if necessary, his claims against the carrier, even if the shipment has been made carriage paid.
2. Upon written request and at the customer's expense, we insure our shipment against theft, breakage, damage, fire and water damage, as well as other risks that may be covered.
3. The delivered items must be accepted for delivery by the customer even if they contain significant defects.
VI. Retention of ownership
1. EFA France retains ownership of the goods sold until full payment has been made. In the event of a dispute or contestation on the part of the buyer, no compensation of any kind may call into question the retention of title clause.
2. In the event of a delay or persistent refusal by the client to pay the invoice amount, EFA France may at any time demand the return of the products delivered at the buyer's expense and regardless of who owns them. The take-back operations will result in termination of the contract, unless otherwise stated in writing.
3. In the event of return of the products under this article, the advances received by EFA France shall remain the property of EFA France as fixed damages.
4. The buyer must immediately inform EFA France in the event of legal redress or liquidation, in the event of seizure or any other measure by third parties on the goods that have not yet been paid.
1. Unless otherwise stipulated, the materials and goods delivered by EFA France are guaranteed up to the amount of the guarantee granted to us by the supplier or manufacturer. The warranty is limited to the repair in our factories of the device found defective by our technical services or to its replacement. The repair, modification or replacement of parts may not have the effect of extending the warranty period for products = (type d´exécution later). The incriminated material must be returned by the buyer to EFA France as it stands at his own expense and risk. Depending on the case, a credit note may be established.
2. The guarantee cannot be exercised if modifications or additions have been made to the equipment without our express agreement. The same shall apply if the buyer has repairs carried out by a third party without the express consent of EFA France.
3. Our warranty extends only to defects present at the time of transfer of risk. We do not provide any warranty for damage caused by the following reasons: improper or improper use, improper assembly or commissioning by the customer or third parties, natural wear and tear, improper or negligent handling (including modifications and maintenance), unsuitable fuels, alternative materials, defective construction work, improper foundations, chemical, electrochemical or electrical influences, insofar as they are not caused by our fault.
4. EFA France does not provide any guarantee as to the ability of the products to achieve the objectives that the buyer has set for itself if these objectives have not been expressly accepted by EFA France.
5. The customer must inform us in writing of any defects in accordance with the following regulations, otherwise our service will be considered accepted:
a. Apparent defects must be reported to us upon delivery or at the end of the installation, assembly or test run, but at the latest within 1 month.
b. Non-apparent defects must be reported to us as soon as they are discovered.
6. If we are responsible for a defect, we are entitled to refuse the type of subsequent performance chosen by the customer if it is only possible at an excessive cost.
VIII. Guarantee of legal defects, in particular patents
Any liability on our part for legal defects in the delivery item, in particular in the event of infringement of copyrights, trademarks, patents or other protective rights, is excluded if the delivery item is based on a plan provided by the customer.
IX. Limitation of damages
EFA France's liability is strictly limited to the obligations defined in Article VII. The seller shall not be liable to the buyer for any damage suffered, such as personal injury, damage to property separate from the subject matter of the contract or loss of profit.
Any dispute relating to any offer issued or any sale made by the seller which cannot be settled amicably shall be subject to the exclusive jurisdiction of the Commercial Court of Tours - 37 - France.