LANGLOIS GENERAL TERMS OF SALE

Art. 1.    Application of general terms of sale - Enforceability of General Terms of Sale

The LANGLOIS company is referred to in the body of these conditions as "the seller". The co-contracting party from the LANGLOIS company is referred to as "the customer" or "the buyer".

Unless specified in writing, all of our sales shall be subject to these general conditions of sale, constituting the contractual relations framework applying to both current and future orders, whether they refer to these conditions or not and for a duration of two years from when this agreement is accepted by the customer.

These general terms of sale may be modified at any time and without notice from the seller. The modifications shall be applicable to any previous orders.

These terms of sale shall prevail over any of the customer's other purchase terms, unless expressly agreed in writing beforehand by the seller.

 

Art. 2.    Offers

Information provided by the seller about rates, catalogues, instructions, prospectuses, etc. as well as statements made by its representatives shall only have an indicative value.

The seller reserves the right to make any modifications to products, at any time, in terms of shape, colour, dimensions, material or electrical features. This includes representations, descriptions and specifications featuring in its catalogues or on its website and, more generally, in its commercial documents.

The seller's supplies and services shall be exclusively limited to the elements stipulated in these offers.

 

Art. 3.    Intellectual property

Plans, drawings, photographs, technical/ commercial documents and instructions issued to the buyer shall remain the property of the seller and confidential. The buyer is not allowed to communicate them to third parties. All intellectual property rights, drawings, plans and software, etc. shall remain the exclusive property of the seller. The buyer shall have a non-transferable right of use.

 

Art. 4.    Orders

The customer's orders, regardless of their means of transmission (mail, fax, e-mail, etc.) are firm, definitive and irrevocable. Any cancellation or changes to an order cannot take place without the express, written and signed agreement of the seller. The seller reserves the right to refuse cancellation or modification, or to make it subject to payment prior to a compensatory payment. Orders shall not be deemed to have been definitively accepted by the seller until a period of four working days has passed from the date on which the order was received by the seller. During this period, the seller may inform the customer, by means of registered letter with acknowledgement of receipt that he does not wish to pursue the order. This should be accepted by the customer and no indemnity may be claimed from the seller. Said notification shall take effect from the day the registered letter with acknowledgement of receipt is handed over to the postal services. Any order definitively accepted by the seller shall imply acceptance of the general terms of sale.

 

Art. 5.    Price

In the absence of any written agreements, the applicable prices shall be those listed in the seller's price offers. They are likely to vary depending on introductory prices, promotions or sales. Prices are for unpackaged goods and do not include taxes or shipping costs. The prices and terms of a seller offer shall exclusively concern the products specified. Unless expressly agreed in writing and signed by the seller, the prices set out in an offer shall only remain valid for a maximum of one month.

 

Art. 6.    Payment conditions

6.1. Unless an exemption regarding price offers is in a written form and signed by the seller, payments must be made in cash at the time of ordering to the seller's headquarters and are transferable. If all or some of the total is payable at the time of ordering, this shall only be taken into account after said payment has been received. A late payment penalty equal to 0.6% per week of delay shall also be due from the customer for each late payment. These penalties can be requested by right without any reminders being required.

Article 6.1 does not apply to public establishments.

 

6.2 In the event of non-payment before the agreed deadline, the customer shall forfeit his right to any advantageous terms of payment for all of his current orders, regardless of the means of payment. In this case, the remaining balance due for all current orders, whether delivered or not, shall become payable immediately and the seller shall be entitled to withhold undelivered orders until all of the balance due within the defined period has been paid. The seller may, however, notify the customer by registered letter with acknowledgement of receipt if he decides not to fulfil all or part of the non-delivered order: deposits or repayments paid by the customer shall remain with the seller in the form of damages of up to 10% of the price excluding tax for each order.

 

6.3 To secure payment for goods, the customer shall transfer the amount owed by its own customer to pay for the goods. The seller shall accept this without releasing the customer. As a result, the seller shall accept the payment of this price on receipt, without the customer or any other person being present or contesting it. The customer authorises the seller to put it in contact with its own customer in order to obtain payment by delegation, any information on the market and the unpaid balance from the first payment incident. For this purpose, the customer subrogates the seller of all of its rights, actions and privileges with respect to its own debtor, without any notification or formal notice being required.

 

Art. 7.    Reservation of ownership

The seller shall remain the owner of the goods ordered under the conditions outlined in article L 621-122 of the French Commercial Code until full payment of the price in principal and interest. If the customer fails to pay within the agreed deadline, the seller can take back the goods and the sale shall be cancelled by operation of law at the seller's discretion. Any deposits paid shall remain vested in the seller in return for the use of the goods which would have been of benefit to the customer and any inconvenience caused by this failure. The goods shall remain the property of the seller until the price has been paid in full; however, the customer shall become responsible for them as soon as he takes physical delivery of them. Transfer of possession includes the transfer of risks. If the buyer sells on the goods, the seller may claim the full or remaining amount from the new owner that has not yet been paid by the buyer. In the event of violation of this clause, the buyer shall be obliged to notify the seller by means of a simple request by registered letter with acknowledgement of receipt, which should contain the identity and address of the sub-purchaser, the resale price and the amount which remains unpaid on the date of the seller's request.

 

Art. 8.    Delivery

8.1. Deadline

Delivery deadlines are both informative and indicative; they depend in particular on the availability of components, hauliers and the order in which orders arrive. In the event that all or part of the order is payable with the order, the delivery deadline shall begin when payment for the order has been received.

Delays in delivery shall not result in any penalty or compensation, nor justify the cancellation of outstanding orders. Products shall be delivered within the limits of available stock. If the seller cannot obtain from its suppliers a product or component required to manufacture the goods, he shall notify the buyer of the expected delay or if it will be impossible to deliver. The buyer can therefore choose to cancel their order, without any recourse against the seller.

 

8.2.Risks - Transport

In the absence of explicit provisions to the contrary, regardless of the destination of the products and the terms of sale, the transfer of risk for the sold products shall take place when the products are handed over to the haulier or when the products leave the seller's warehouse. If the buyer does not take possession of the goods on the date of delivery, the seller shall retain the right to cancel the sale. Unless otherwise specified in writing, transport operations, insurance and/or customs clearance shall be carried out at the buyer's risk and expense.

 

8.3 Delivery/Acceptance

Loading and delivery shall be carried out in accordance with the selected Incoterms. In the absence of clarification, delivery shall simply involve unloading equipment from the lorry without any additional handling. The customer shall be responsible for transporting the equipment inside the building.

It is the customer's responsibility to check the goods upon delivery. These checks should focus on quality, quantities and reference numbers and whether they match the order. Any product which has not been contested by registered letter with acknowledgement of receipt within four days of being received from the haulier, in accordance with articles L 133-3 et seq. of the French Commercial Code, a copy of which shall be simultaneously sent to the seller's headquarters, shall be considered to have been accepted by the customer. In the event of visible defects or missing components, any complaint, of whatever nature, shall only be accepted if it is sent as a registered letter with acknowledgement of receipt, within four days of receiving the goods. It must clearly detail the defects and non-compliances. Defective or non-compliant products may only be replaced, excluding any damages payments for whatever reason, whether this is arranged amicably or by court decision.

When shipment or delivery has been delayed due to the fault of or a request from the customer, the supplier shall store the goods at the customer's risk and expense. In this case, storage costs shall amount to 0.4% of the value of the delayed delivery per week, from the day when the customer was informed that the goods would be ready for shipment.

When the customer fails in his co-operation commitments or obligations when accepting the delivery, the supplier shall be entitled to request damages for any resulting losses and any additional expenses incurred.

Items ordered, in particular those which are specific to the customer, shall be accepted by the customer even if there are minor differences, unless these affect the operation of the product.

When the equipment is delivered unassembled, the customer shall be responsible for its assembly, respecting the procedures and instructions described in the assembly instructions provided with the equipment.

 

8.4. Returns

Equipment manufactured on request cannot be returned or exchanged under any circumstances. For equipment which is manufactured on a routine basis, no equipment or goods may be returned without authorisation. If accepted, a discount may be applied to the amount of the reversal. The shipment should be made in the original or equivalent packaging, if it was damaged on opening. This shipment is at the buyer's own risk.

 

Art. 9.    Installation

When the customer has requested that the equipment be installed, whether this is with or without electrical connection, the service offered by the seller's technicians shall precisely and exclusively match the description made in the price offer corresponding to the order. The seller's technicians shall be under the sole responsibility of the seller when on the customer's premises and may only comply with his instructions.

 

Art. 10. Warranty

Products are guaranteed against any manufacturing or material defects. In the case of visible defects, we shall replace the defective parts once the alleged faults have been verified. Within four days of discovering the non-compliance, the customer must report existing defects when delivered or defects discovered after the products have been received by means of a registered letter with acknowledgement of receipt. The customer may not take any action regarding non-compliances more than 15 days after the products have been delivered. It is expressly agreed that, after this deadline has passed, the customer may neither report any non-compliances in the products nor oppose this with a counter claim to defend himself should any debt recovery actions be undertaken by our company. Our company's responsibility to the customer, in terms of a hidden defect, may not be questioned if these conditions are not respected.

Defects and deterioration of delivered products due to abnormal storage/conservation conditions on the customer's premises are not included in the warranty offered by the seller. The warranty is void in the case of incorrect operation or use, disregard of the conditions of use, excessive use as well as in the case of force majeure such as frost, rust, chemical attack, short circuit and faulty power supply, etc.

Defects and deterioration due to natural wear or an external accident are also excluded, as are any modifications or uses of the product which are not specified by the seller, and more generally for any incident that the seller is not responsible for.

In terms of the warranty for hidden defects, the seller is only required to replace defective goods for free. The customer may not claim damages, for whatever reason.

The buyer shall be responsible for the costs incurred when returning products to the seller's warehouse. The buyer may not claim compensation of any kind if the goods are out of use while the warranty is being applied. At the express request of the buyer, the seller's journeys to site shall be paid for by the buyer. Interventions under guarantee shall not result in an extension of the warranty.

 

The seller guarantees the quality of products provided to its customers, but declines any responsibility for any inconvenience resulting from their operation. Unless expressly agreed in writing and signed by the seller, the length of the warranty shall be 24 months, starting from the invoice date. The warranty shall cease automatically at the end of this period.

 

Art. 11. Force majeure

Should a case of force majeure occur, the seller's contractual obligations shall be suspended. Any event outside of the seller's control and which may obstruct normal operation of its products at the manufacturing or shipping stage shall be considered to be a case of force majeure. Cases of force majeure include the bankruptcy of a supplier, a total or partial strike hindering the operation of the seller's company or that of one of its suppliers, sub-contractors or hauliers as well as disruptions to transport, energy supply, raw materials or spare parts.

 

Art. 12. Waste Electrical and Electronic Equipment (WEEE)

The organisation and funding of the professional removal and treatment of WEEE covered by this sales contract is transferred to the customer, who accepts it. The customer guarantees that it shall correctly collect, treat and process WEEE forming the subject of this sale, in accordance with decree 2005-829 of 20 July 2005. The above requirements should be communicated to the final WEEE user. Similarly, the customer shall be responsible for disposing of the packaging.

 

Art. 13. Severability

In the event that any of the provisions of the general terms of sale are declared null or void, the remaining provisions shall still be deemed to be fully applicable.

 

Art. 14. Disputes

Any disputes between the seller and the customer concerning the formation, interpretation or execution of these general terms shall fall within the exclusive jurisdiction of the Bordeaux Commercial Court in the event of incidental claims, plurality of defendants or the introduction of third parties. However, clauses conferring jurisdiction which may exist in buyers’ documents may prevent the application of this clause. The same provisions as above shall apply in the event of a summary procedure. The bills of exchange shall not trigger the novation or derogation of this jurisdiction clause. Only French law shall be applicable.

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