Terms & Conditions sales
Article 1 - Object
The present General Conditions, (hereinafter the "Conditions") have to clarify the terms and conditions for implementing products (hereinafter "Products") provided by the company to its customers REGEAL.
Article 2 - Contract Documents
All products supplied by REGEAL are governed by contractual documents listed below, if they exist, in the following order of decreasing priority: the Special Conditions or the order confirmation, the GTC, supply, control, the specifications, the technical specifications of the Products. All of the aforementioned documents constitute the contract between the Parties (hereinafter the "Agreement"). Customer's purchase conditions are excluded.
Article 3 - application, enforceability
Terms & conditions, and more generally the Agreement supersede any other document governing the Products. Any order placed by the Customer imply its full adherence to all contractual documents to the exclusion of all other documents or conditions. The Agreement is effective on the date of signature by the Parties or the date of dispatch of the written confirmation of the order by REGEAL.
Article 4 - OFFERS
4.1. Purely indicative information contained in catalogs, leaflets and scales, technical and commercial documentation of REGEAL do not constitute formal offers. REGEAL can therefore change without notice.
All offers negotiated by our commercial agents become binding only when accepted by our society and in writing
4.2. REGEAL obligations are limited strictly to the terms of the Agreement, Customer taking the responsibility to define their needs. It is the responsibility of the customer to verify that the products comply with legal and regulatory requirements applicable to the type of operation contemplated and intended use. The Customer shall ensure before the design and manufacture the products used are compatible with the intended use. Any liability REGEAL is excluded in this context.
4.3. The offer is firm during the validity period mentioned or, failing that, 24 hours after its date. A reply within that time, it is null and void as of right.
ARTICLE 5 - Time
The delivery or provision of products run from the order confirmation date by REGEAL. They are given, unless otherwise stated, information only and may not result in overflow or cancellation of contract or indemnity.
Article 6 - CONDITIONS OF PERFORMANCE PRODUCTS
6.1. General: The Products are made in the rules of art and compliance with regulations applicable to the use of tolerances in the industry. Customer agrees in advance one more weight tolerance of ± 5% on the quantity ordered. All development costs of a product and all tests and additional checks are requested by a customer at his expense.
6.2. Changes to performance conditions: In the event of a change in the conditions of implementation including a change in the applicable regulations, REGEAL affects the possible financial consequences to the Customer. If an amendment to the Contract by the Customer, the Parties shall agree the immediate payment by the Client of compensation corresponding to the amount of deleted or products, or the opposite REGEAL additional cost on account of the changes. Or running running Products and expenses incurred in the Contract are to the Customer.
6.3. Additional benefit: Any additional benefit is subject to a written request of the Customer. Parties sign contracts agreed to such updates or additional services.
6.4. Order Cancellation: The Customer may not cancel the order. Otherwise, the Customer is liable to right of compensation for the amount of the canceled order.
ARTICLE 7 - DELIVERY, TRANSPORT AND RISK TRANSFER
7.1. Delivery: Delivery is made either by direct delivery of the Products the Customer or by simple notice of availability, or by delivery to a shipper or a carrier on the site REGEAL. Any obtaining authorization or completion of formalities, including import or exchange would be required for import into the country of destination or for the payment of the Products is at the expense and under the responsibility of the Customer.
7.2. Incoterms: It applied the Incoterms 2010. Unless special conditions, the Incoterm EXW Loaded is applicable. Products at the risk of the Client upon delivery of the products mentioned in section 7.1 above.
ARTICLE 8 - RECEPTION CLAIM
8.1. It is the Customer to check the products upon arrival of the shipment, immediately make any reservations on the delivery note, in addition to sending a recorded delivery to the carrier within 48 hours and to make it where appropriate, at his own expense, any claims with carriers directly. The Customer will be compensated by the carrier on presentation of receipts. The quantities delivered and invoiced may differ from the quantities ordered within the contractual limits or set the standards.
8.2. Any reservations about the intrinsic quality of the products must be received in by the Customer to REGEAL by recorded delivery, within fifteen calendar days from the date of delivery specified in section 7.2 by joining all relevant information and analysis. Otherwise, the claim of the Customer is not admissible. All Product returns must first be accepted by REGEAL. The costs and risks of return are the Customer.
8.3. Penalties: Penalties apply only if expressly agreed by the Parties and only out of the cases referred to in the following article 8.4. A penalty was a lump and liberating character, capped and calculated on the price of products actually used, excluding delays due to non-performance of its obligations by the Customer (erroneous information, non-compliance with payment deadlines, ...) or have not generated any real harm. Fortuitous event and force majeure as stipulated in 8.4 below, allow operation of law, the suspension of the current contract or late performance by REGEAL without any compensation.
8.4. Limitations and Exclusions: REGEAL's liability is expressly limited to the return of the Products in question. Products which Customer has obtained replacement or compliance, are shipped at the expense of REGEAL, the choice of routing and carrier being that of REGEAL. Defects caused by unilateral intervention the Customer or a third party, non-compliance with the recommendations or instructions REGEAL, for non-performance by the Customer of any of its obligations, poor storage conditions, or an error resulting from inaccurate data provided by the Customer, shall not apply to REGEAL. Also excluded are defects resulting from a fault of a third party, the Customer, the processing of products or force majeure. REGEAL is not responsible for the non-execution resulting from a cause which makes the performance of its obligations more difficult or impossible, particularly for example if: riots, epidemics, natural disasters, interruption REGEAL of supplies, the total or partial interruption of transportation, breakdown of machinery or equipment, accidents, strikes, the "lock-out", the occupation of factories, social unrest. In such cases, contractual delivery times will be extended for a period equal to the duration of the event. If it persists beyond two months, each Party may, with immediate effect, terminate the contract by notifying the other Party LRAR. The Customer must take delivery and pay in such circumstances any Product made up to the date of termination.
Article 9 - Price
9.1. The benefits are realized at the price stipulated in the Contract. The price is net and excluding taxes.
They are reviewed according to the varying costs of their components under current legislation. The price variations can not be in any way a reason for termination. All customs duties, taxes are particular to the Customer.
9.2. In case of change of economic regulation, tax or employee or for any reason whatsoever affecting the economy of the Contract, REGEAL may of right or pass on the impact of this change on the prices of products, or terminate the Contract by recorded delivery .
Article 10 - Payment terms
10.1. Payment Terms: Invoices are payable within 30 (thirty) calendar days from date of invoice by bank transfer. Any dispute arising between the parties does not allow the Customer to unilaterally suspend payments and / or make deductions or offsets. Any dispute relating to invoices is made within fifteen calendar days from date of invoice, and is the subject of a reasoned letter to REGEAL by recorded delivery. Beyond this period, the challenges are no longer admissible
10.2. Late payment: Any default in payment on the due date shall automatically entail the application of a penalty of 10% (ten percent) on the entire amount due to cover the expenses of treatment and also based full right:
- The application of statutory default interest of an annual amount of 12% (two percent) of the amount paid by late year,
- The immediate payment of the debt (including unfulfilled due and any other unpaid claim and including any debt that resulted in drafts)
- The requirement for REGEAL an advance payment for the realization of future benefits,
- Suspension or termination of the Contract or pending orders, in accordance with Article 14 below,
- A lump sum of € 40 recovery (forty euros). If the recovery costs exceed the allowance, they are automatically at the Customer.
ARTICLE 11- CLAUSE OF PROPERTY RESERVE (Act No. 80335 of 12 May 1980)
REGEAL expressly reserves ownership of the Products until actual delivery and full payment of the purchase price and interest expense and accessories. Does not constitute a payment under this section, the delivery of an instrument creating an obligation to pay. Until full payment, the Customer may not pledge, or use in any manner the Products as collateral. Failure to pay may result in claims of Products, Customer agrees to keep them in kind, without any processing, so they can not be confused with others. The Customer hereby assigns already owned by the product resulting from the processing to ensure the rights of REGEAL. For application of this clause, payments received are deducted in priority to products that are not found in kind.
ARTICLE 12 - LIABILITY, hedging and insurance
REGEAL is responsible for only damage it may cause in the performance of its obligations under the Agreement, whether through acts or omissions of its employees or subcontractors involved in performance of the Contract. If the Customer suffers damage due to improper performance by REGEAL, it is required to repair the damage within all causes of an amount equal to that of the delivered products in question charged by REGEAL. This sum can not in any event exceed the sum of € 20,000 (twenty thousand euros) per loss event and € 100,000 (one hundred thousand euros) on a calendar year. The Customer undertakes to keep REGEAL free from any third party claims which would exceed the above ceilings, waives all recourse against REGEAL and its insurers and gives her note of this commitment to all claims for an amount exceeding the above amount.
12.2. Compulsory insurance: REGEAL guarantees hold insurance policies underwritten by a reputable company, ensuring sufficiently against the financial consequences of the liability incurred in the performance of its obligations under the Contract.
ARTICLE 13 - INTELLECTUAL PROPERTY, PRIVACY, PERSONAL, NON-COMPETITION
13.1. Projects, studies, calculations, specifications, documents and tools, data, software, specifications and information of all kinds under the expertise of REGEAL, given to the Client or from his knowledge at the Contract, are the exclusive property of REGEAL and should be returned at the end of the Contract. The Contract does not constitute a transfer of any intellectual property right whatsoever, to the Customer.
13.2. The items listed in Article 13.1, but are not limited to, are confidential and shall not be disclosed to third parties without prior written consent REGEAL.
13.3. REGEAL may need to collect and process personal data of employees of the Customer and / or Guest individuals for the following purposes: management of the relationship with the customer, management accounting and cash REGEAL, operations management marketing. The information collected is processed in accordance with the law "IT and freedom" of 6 January 1978 amended in 2004. The right of access and rectification is exercised by sending a letter accompanied by a copy of his ID to REGEAL - Service Accounts Receivable - 3 Avenue B Albrecht 75008 PARIS.
13.4. During the duration of the contract and one year of its term for whatever reason, the Customer is prohibited without prior written consent of REGEAL, to, directly or indirectly, and in any status whatsoever of Offers commitment to a member of staff REGEAL involved in the execution of the Products. In case of violation of this clause, the Customer agrees to pay REGEAL an amount equal to six months salary charged by profligate employee.
Article 14 - Termination
14.1. REGEAL may automatically terminate the contract with immediate effect in the event of non-payment by the Customer to the deadline of all or part of the invoice price.
14.2. Either Party may automatically terminate the contract in case of serious breach by the other party of any of its essential obligations after notice sent by recorded delivery was unsuccessful for a month.
Article 15 - Assignment, transfer
The rights and obligations under the Agreement are transferable by REGEAL all companies Aurea group and can not be sold and / or transferred by the Customer to a third party without prior written consent of REGEAL. Otherwise, REGEAL be entitled to automatically terminate the Contract.
ARTICLE 16 - APPLICABLE LAW, JURISDICTION
The Contract is subject to French law. The Parties shall endeavor to seek an amicable solution to any problem relating to the formation, interpretation, execution or termination of the Contract. Otherwise, the dispute shall be submitted to the exclusive jurisdiction of the Commercial Court of Compiègne, despite multiple defendants, collateral calls to and including the case of the reference.