1. GENERAL
LACROIX SOFREL Company will be referred to herein as "the
Seller”, and the issuer of the order addressed to the Seller will be
referred to as “the Buyer”. Unless expressly agreed with the Buyer,
every order implies acceptance of these general terms and, if any,
the special terms specified at the time of the order. The information
given in catalogues, notices and scales are only indicative, and the
Seller may change them at any time without notice
2. THE ORDER
Unless it is expressly accepted, any contrary condition opposed to
these general terms of sale by the buyer may not be opposed to the
Seller, whatever the moment at which it is brought to his notice. No
addition, omission or modification to any one of the dispositions of
these terms of sale will commit the Seller unless it is accepted by
him in writing.
If there is any modification (description, quantity, etc.) of an order
already received and confirmed by the Seller, the terms accorded
previously may not be applied without the agreement of the Seller.
An initial order will only be accepted if it is accompanied by a down
payment of thirty per cent (30%) of its value, with a minimum of one
hundred and fifty (150) Euros.
3. PRICES
Our prices are established Before Tax, including transport and
packaging, for all orders whose value is greater than one hundred
and fifty (150) Euros Before Tax and delivered within Metropolitan
FRANCE.
For orders or deliveries in Metropolitan FRANCE of a value less than
one hundred and fifty (150) Euros before Tax, cash payment:
• By a check attached to the order ;
• Of the value increased by twenty‐five (25) Euros before Tax, in
the case of a delivery "cash on delivery”.
The amounts which appear in this article may be modified by means
of a circular. The training of staff, commissioning and installation of
the equipment are only included in our services if this is stipulated in
the quotation and have been the subject of an express order from the
Buyer.
Prices are established under the economic conditions in force at the
date of the quotation. Unless there is a special agreement, the
validity of the offer is one (1) month. Beyond the option period, they
will be updated based on the price list in force at the date of the order,
or by a formula that is normally used in the profession.
For sales outside of Metropolitan FRANCE, unless there is a special
agreement, the prices indicated on the face of this document are net
prices which include the price of packaging. They are understood to
be before tax, “Free Carrier” (FCA France – Incoterms® 2020) and
for equipment without specific packaging. They do not include duties,
taxes, additional expenses or levies of any nature whatsoever applied
outside of FRANCE.
4. DELIVERY TIMES
Only the dispatching times indicated by the Seller on the
acknowledgment of receipt of the order are contractual. However,
such an agreement would be considered not to apply :
• If the agreed terms of payment are not observed by the Buyer.
• If the information to be supplied by the Buyer is not received in
good time by the Seller.
• If there is a case of force majeure such as: social
conflicts, epidemics, interruption or delay in transportation.
5. TRANSPORT / RECEPTION OF THE MERCHANDISE
The responsibility of carriers is governed by the dispositions of
articles 103 et seq. of the commercial code, which are in the public
domain. In case of degradation or partial loss, the Buyer, in order not
to lose his right to be indemnified, must:
• If these Write the relevant reservations on the delivery note
and keep a copy signed by himself and the deliveryman and
carrying in readable form: the name of the addressee, that of
the delivery man and the date and time of delivery.
• Confirm these details to the carrier by registered letter within
three working days after the date of delivery (Article 105 of the
commercial code). rules are not obeyed, no recourse for loss,
degradation or damage to the merchandise will be acceptable.
In all cases it is the responsibility of the buyer to check the
merchandise on arrival and if necessary express any reservations
within three working days and tell the Seller immediately.
Any reference to the INCOTERMS will imply reference to their latest
version in force at the creation of the contract.
6. TRANSFER OF RISKS
The transfer of the risks on the products takes place at their dispatch
from the Seller’s premises, even if the sale is inclusive of transport
and packaging. This means in particular that the merchandise travels
at the Buyer’s risk, and in case of any degradation, loss or damage
the Buyer is responsible for expressing any reservations to the
carriers in conformity with Article 5 above.
7. INVOICING
The dispatching of the products ordered is the act that generates
invoicing. The invoiced prices take account of VAT (for sales in
France), the due date for payment, and the costs of packaging and
/ or transport, which may, if necessary, be invoiced separately.
The financial consequences of any modifications requested by the
Buyer and accepted, which affect the
specifications, drawings, quantities or lead times shown in the
acknowledgment of receipt of the order, will be invoiced in addition.
If products are lent to or deposited with a Buyer, the Seller may
repossess them at any time without notice. If the Buyer is not able
to return the said products, they will be invoiced at the price in force
at the date of the request for repossession.
8. TERMS OF PAYMENT
All payments must be made to the head office of the Seller, as follows:
• 60 days NET or within 45 days after the last day of each
calendar month, for invoices for an amount that is equal to or
greater than one hundred and fifty (150) Euros Before Tax,
• cash, for invoices for an amount that is less than one hundred
and fifty (150) Euros Before Tax, by a check attached to the
order or "against delivery": in these two instances, a
discharge invoice will be issued on receipt of the said
payment. (See Article 3. PRICES).
The payment date or due date indicated on the invoice means the
effective date of collection:
• Commercial paper must be returned within 48 hours on
reception of the invoice.
• Checks must be sent at the latest on the day before the due
date.
No discount will be applied, even in case of any anticipated payment
with respect to the date indicated on the invoice.
For sales outside of Metropolitan FRANCE, the contracts determine
the payment terms. If not, the invoices will be due on receipt, for their
total amount and without any discount.
9. FAILURE TO PAY OR LATE PAYMENT
On failure to pay, and if there is partial payment at the agreed due
date :
In conformity with Article L441‐3 of Commercial Law, interests for
lateness corresponding to a surcharge of 10% of the European
Central Bank rate, may be claimed as of right from the first day of
lateness on the amounts due inclusive of tax, with a minimum of
forty (40) Euros, without prejudice to other damage and interest or
sundry expenses.
Moreover, the Buyer shall be liable to pay an additional fixed
compensation of forty (40) Euros for recovery expenses. All invoices
recovered by the legal department will be increased as a penalty
clause, not able to be reduced in the meaning of Article 1231-5 of the
civil Code, by an indemnity set at a fixed amount of five per cent (5%).
On failure to pay a single amount (or a single installment at its due
date), all of the amounts due by the Buyer to the Seller will become
due immediately.
During the period of the failure to pay, the Seller will be discharged
from its obligations to make or deliver.
The rebates and other advantages accorded by the Seller will be
canceled without prejudice to the validity of the contracts in force,
the Seller reserving the right, however, to cancel the said contracts.
For sales outside of Metropolitan FRANCE, and failing any
stipulation to the contrary, the same rules will be applied.
10. RESERVE OF OWNERSHIP
The merchandise which is the subject of this contract is sold with a
clause which expressly subordinates the transfer of its ownership to
the full payment of the principal price and any accessories. Once the
merchandise has been delivered, the dispositions above do not
prevent the transfer to the Buyer of the risks of loss or deterioration
of the goods subject to the reserve of ownership as well as the
damage that they may cause.
If payment is by commercial paper, the transfer of ownership to the
Buyer will only take place after the effective payment of the said
paper. Nevertheless, the Seller authorizes the Buyer to carry out all
operations of transformation, installation or sale of this merchandise
as soon as it is delivered, it being expressly agreed that, even in this
case, the Seller will retain the right to claim ownership, whatever its
state and in whosoever’s hands it may be found. In addition, as soon
as it is delivered, the Buyer will guard it and will alone bear the risks,
both with respect to the Seller and to third parties. In consequence,
the Buyer will be subject to the obligations which are incumbent on
the guardian of the said merchandise.
11. INTELLECTUAL AND INDUSTRIAL PROPERTY
The Seller shall remain at all times the exclusive owner of all
intellectual property rights related to its background acquired prior to
the services/study or the order. The sale of a product by the Seller
does not give the Buyer any rights to patents, licenses, trademarks
or other industrial property rights or intellectual rights enjoyed by the
Seller in relation to the products sold, even if the product was
manufactured specially for the Buyer at its request.
All the equipment, tooling, documents and inventions, whether or
not they can be patented, made by the Seller during any work of
design and / or manufacture, are the property of the Seller. The Seller
cannot guarantee that the sale or use of its supplies do not violate the
industrial property rights of third parties.
It is up to the Buyer to take all necessary precautions on this subject,
and the Buyer expressly commits itself to substitute itself for the Seller
to guarantee it from any action by third parties.
12. GUARANTEE
The Seller guarantees that the products sold are in conformity with
its specifications or, where applicable, with the Buyer’s specifications
which have been accepted in writing by the Seller. The Seller will
only accept claims from the Buyer for non‐conformity if they are
notified to it in writing within 15 days after the date of delivery of the
equipment. In addition to this guarantee of conformity, the equipment
is guaranteed against any manufacturing defect for one (1) year from
the date of delivery to the Buyer. Under certain conditions, the
guarantee may be modified (conditions and duration to be discussed
with the Seller). This guarantee is limited, to the exclusion of any
other recourse and at the choice of the Seller, either to
replacement by an equivalent item of equipment, or to the repair of
the defective equipment.
The benefit under the guarantee may only be obtained after the
defective equipment has been returned to the Seller, at the Buyer’s
expense (DDP “Delivery and Duty Paid to the Seller’s workshops”,
according to the ICC Incoterms 2020). Equipment which has been
repaired or exchanged is sent back to the Buyer by the Seller, with
the delivery expenses being paid by the Seller with the exception of
duties and taxes. The repair or exchange of an item of equipment
does not extend the duration of its guarantee.
13. LIMITS TO THE GUARANTEE
The guarantee stipulated in "Section 12" does not cover damage
resulting from :
• Incorrect manipulation, storage or installation or use not in
conformity with the Seller’s instructions,
• Damage noted visually of deliberate or accidental origin
(in particular: floods or excessive humidity, destruction by
lightning and attack by corrosive products),
• A modification of the equipment without the written
authorization of the Seller,
• Defective maintenance or failure to carry out maintenance.
It is expressly agreed that the Seller may under no circumstances be
pursued in case of loss or deterioration of the products or because
of corporal, material, commercial or other damage, caused directly or
indirectly to the Buyer or any other physical or moral person because
of the merchandise which is the subject of this contract. It is therefore
up to the acquirer to take out any insurance policies which it may
consider necessary against the above risks.
In the same way, when using communication networks with
particular characteristics and possible malfunctions, the seller
cannot be held responsible.
In all cases and under no circumstances will any indemnity be able
to be claimed from the Seller for loss of use.
There is no guarantee on the voltage protection or consumable
products such as batteries and fuses. For products sold on, only the
guarantee of the original manufacturer will apply.
14. WASTE MANAGEMENT FROM ELECTRICAL AND
ELECTRONIC EQUIPMENT, USED CELLS AND
BATTERIES
At the end of the French decree n*2005‐829 of July 20th, 2005,
completed by its orders of application, transposing the directives
2002/95/CE and 2002/96/CE relative to the limitation of dangerous
substances, the Environment Code fixes the applicable regulations
for the elimination of waste from professional electric and electronic
equipment (EEE).
According to the article 543‐198 of the Environment Code, and for
lack of opposite agreement concluded between the Seller and the
Buyer, the Seller transfers to the Buyer the responsibility of the
organization and the financing for collection and treatment of WEEE,
used batteries and used cells, contained initially into equipment or
supplied later by the Seller, subject of the sale contracts formed
between the Seller and the Buyer.
The Buyer agrees to have acknowledged the principle of
responsibility of the producer for this waste and of its obligations. He
accepts them and undertakes to absolve and to guarantee the Seller
in conformance with all these obligations. In case of sale by the Buyer
of the EEE, batteries and cells, the Buyer undertakes to transfer the
above‐ mentioned obligations to the successive professional buyers
up to the end user of the EEE. The non‐compliance with these
obligations by the Buyer may engage his penal responsibility
according to the current local laws and regulations.
15. EXPORT OF THE EQUIPMENT BY THE BUYER
Because of the regulations in force, the Buyer expressly undertakes
to obtain the written agreement of the Seller prior to any export or
re‐export outside of the territory of Metropolitan FRANCE of the
equipment sold.
16. LIMITATION OF LIABILITY
Seller’s liability shall be limited to the obligations expressly set forth
in these GTC.
Except for Seller’s serious fault and for the repair of personal
injuries, Seller’s liability will be expressly limited to direct and
material damage, excluding any indirect and/or nonconsequential
and/or immaterial damage of whatsoever nature.
In no event shall Seller be bound to the compensation repartition
for consequential loss. Seller shall not be liable to a
compensation for any damage to the image, loss of production,
exploitation and profit, loss of data, investment costs or more
generally for any compensable damage of any kind other than of
bodily or material kind.
Seller’s total and cumulative liability as part of or in connection
with the purchase orders, for any reason whatsoever, shall in no
case exceed twenty (20) per cent of the amount of the order.
Any penalty and compensation provided for in these GTC,
subject to the aforementioned liability limit of 20% of the order,
have the nature of fixed and final damages, to the exclusion of
any other sanction or compensation.
Buyer vouches for the waiver to appeal of its insurers or of third
parties in a contractual situation with him against Seller or its
insurers beyond the limits and for the exclusions as set forth
above.
17. DATA PROTECTION
Both Parties undertake to comply with the national and European
regulations regarding data protection, including European General
Data Protection Regulation (GDPR), and in particular:
• to only use personal data for the purpose of performing the
work,
• to implement all the necessary measures of security and
confidentiality in order to protect this type of data,
• to ensure the compliance of potential transfer outside Union
European,
• to delete said data at the expiry of the retention period agreed
between the Parties and
• to reply to any request from data subjects.
Furthermore, each Party undertakes to give notification to the other
Party in case of any security breach that may have consequences on
the personal data processing.
18. COLLECTION OF NON-PERSONAL DATA
Some products sold by the Seller may collect and transmit nonpersonal
data. The Buyer expressly authorizes the Seller to make free
use of the processing and collection described below, it being
specified that such use shall be carried out, where applicable, in
compliance with the rights relating to personal data collected in
accordance with Article 17 of these conditions.
The management and processing of data collected through Seller's
products and services includes, but is not limited to, the use and
analysis of such data for research, statistical, development and
improvement purposes of Seller's products.
The Seller undertakes that any personal data that may have been
collected and transmitted by one of its products will be immediately
anonymised in accordance with good practice; the Seller is not
responsible for processing this type of data.
19. COMPLIANCE WITH EXTRATERRITORIAL ANTICORRUPTION
REGULATIONS
Each Party warrants that it shall at all times with all applicable French
anti-corruption laws, conventions or regulations, including the
Transparency, Anti-Corruption and Economic Modernization Act of
December 9th, 2016 “Loi SAPIN 2”.
It is Buyer’s responsibility to cause its partners, subcontractors,
Sellers, agents or other associated third parties to act according to
this provision.
At Seller’s request, without undue delay, Buyer shall certify in writing
of its compliance with the foregoing and shall respond to any request
for audit and/or for supported justification.
In the event of failure to comply with this clause, Seller shall have the
right to immediately withdraw from or terminate all legal transactions
existing with Buyer, and to cancel all negotiations, with immediate
effect and without compensation, and without prejudice to any other
remedies Seller may request from Buyer by law.
Buyer shall indemnify and hold Seller harmless from and against any
and all liability, claims, demands or expenses arising from or relating
to the Buyer’s non-compliance, including any consequential and
indirect damage as damage to image and to reputation...
20. ATTRIBUTION OF JURISDICTION ‐ APPLICABLE LAW
For any dispute likely to be raised between the Seller and the Buyer
relating to the formation, execution or interpretation of this contract,
the only competent body will be the Tribunal de Commerce of
Rennes (France‐35) whether there is or is not plurality of defenders
or appeals to the guarantee. The applicable law is French law.