General Terms and Conditions of Sales

1. ORDERS

1.1 Unless otherwise agreed in writing, no contact made by the Client within a period of 8 days following receipt of order will be deemed as approval of the general conditions of sale stated herein. Any general conditions of the Customer will not be taken into consideration.

1.2 The minimum amount per order is 500 € exclusive of taxes.

1.3 The Seller shall only abide by the technical specifications stated in the Sellers price quotation or in the order acknowledgement.

2. PRICE

Prices are exclusive of tax, with Incoterms 2020 – FCA SCM site in Allonnes, France and for delivery within the given lead time confirmed in the order acknowledgement.

3. DELIVERY

3.1 Unless otherwise agreed, delivery shall be with Incoterms 2020 – FCA SCM’s site in Allonnes, France unless stated otherwise.

3.2 Except previously agreed and clearly notified by the Seller, a delay in lead time shall at no time result in the cancellation of the order.

3.3 The Seller shall be free of all commitments relating to delivery periods in the case where the Customer does not respect his obligations concerning the order, fails to pay or in the case of force majeure e.g., fire, flood, war, requisition, strike, or any other incident resulting in the total or partial cessation of the Seller or his supplier’s activities, or any event independent of the will or beyond the control of the Seller.

3.4 SCM shall have no liability for any failure to deliver the goods to the extent that such failure is caused by the customer’s failure to provide SCM with adequate delivery instructions or any other instructions which are relevant to the delivery.

3.5 If the goods are picked up by a carrier or another 3rd party or if the goods are picked up by the customer at SCM location or if SCM delivers the goods to a cross-dock, the customer is obliged to make available to SCM copies of the transportation documents as well as, in case the goods are exported from the EU, copies of the customs documents within one month from when the goods have been picked-up or from when the goods have arrived at the cross-dock respectively. If within the above time frame the customer has not provided the required documents, SCM reserves the right to charge possible VAT as well as, other expenses resulting from this.

3.6 At any point in time during the contractual relationship, the customer is obliged to ensure that SCM is notified of the correct and valid VAT identification number of the part of the enterprise (main company/branch office) under which the goods or services are ordered from SCM.

4. LATE PAYMENTS

4.1 Any delay in payment shall, by full right and without formal demand, cause interest to accrue on the amount owed. The interest shall be at the European central bank’s interest rate according to its most recent refinancing operation, plus 7 percentage points.

4.2 Non payment of an invoice shall authorize the Seller, all rights and actions reserved, to suspend all deliveries to the Client until full payment is received.

4.3 In conform with Article 6 below, the Seller may, upon non payment after a formal notice of 7 days, request that the goods in the Customer’s possession be returned to the Seller.

5. OWNERSHIP RIGHTS

The Seller shall retain ownership of the goods sold until payment in full an any other monies owed have been received.

In conform with articles 3 and 4 above, the client shall take responsibility of the goods as soon as delivery takes place, that is to say, risk of loss, any deterioration of or damage caused by the goods.

6. CLAIMS

Any claim for error, deficiency or apparent default of goods should be reported not only to the transporter but also to the Seller within 3 days after delivery of the goods carried out either directly by the Seller or through a transporter.

7. WARANTY

7.1 The Seller guarantees the Customer against any defect in materials or workmanship except if the material has been supplied by the Customer or if the design of the product was imposed or desired by the Client.

7.2 This guaranty shall be valid for 1 year after the delivery date.

7.3 The guaranty does not apply in the following cases;

– events of force majeure;

– repairs resulting from damages incurred during transportation of the goods;

– repairs resulting from normal wear and tear;

– deterioration resulting from negligence, lack of supervision or maintenance unsound use or any use non-conform with the Seller’s specifications;

– any other event non attributable to the seller.

7.4 The guaranty shall be strictly limited to either the replacement or repair (Customer’s choice) of the part recognized as defective by the Seller.

It is expressly agreed that the Seller shall not be liable for any other indemnification. In particular, the Seller shall not be liable for any direct or indirect consequences, resulting from defects in the goods delivered by him.

7.5 In order to benefit from the guaranty set forth above, the Customer shall immediately advise the Seller in writing of alleged defects and shall place the Seller in a position to carry out all necessary verifications and investigations. Unless agreed by the Seller, in no case shall the Customer himself proceed with the repair or have the repair carried out by a third party.

8. REPAIRS

Unless otherwise agreed, repairs shall not result in a new period of guaranty.

9. APPLICABLE LAW

Any sales contract agreed to by the Seller and a non-French Customer is subject to the laws of France.

10. JURISDICTION

In the absence of an amicable settlement and any contradictory explicit stipulation, any disputes arising out of this agreement shall be submitted to the exclusive jurisdiction of the tribunal of commerce in the district of the seller’s head office, whatever the conditions of sale and even in use of the guaranty or plurality of defendants.