General terms and conditions of sale

1. GENERAL PROVISIONS

Placing an order implies the buyer’s unreserved acceptance of these terms and conditions of sale. Consequently, none of the clauses on purchase orders or in correspondence received from our buyers may derogate from them, unless otherwise stipulated in express and precise terms in the text of our offers or acceptances. (Translation provided for information purposes; the French version prevails.)

2. QUOTATIONS AND CATALOGUES

Quotations are valid for 30 days from their date of issue and only become contractual once the customer has marked them as approved. The photos, diagrams, etc. appearing in catalogues provided by the seller or on the website www.teesourcing.com are not contractual. The seller reserves the right to a tolerance of 5% on weight and dimensions.

3. COMMITMENT

The seller is bound to a customer only insofar as the customer’s order has been confirmed by a written acknowledgement of receipt issued by the seller, expressly stating acceptance. This is subject, where applicable, to the result of a credit check. Cancellation or partial or total modification of an order by the customer will only be accepted with the seller’s agreement. If the customer fails to comply with any of the clauses of these conditions or the payment terms, the seller may cancel the order without charge or compensation. The seller reserves the right to invoice the buyer for the materials supplied, labour costs and expenses incurred by the seller in preparing and/or executing the cancelled order.

Offers made by our agents or by telephone only constitute a commitment on our part once they have been confirmed in writing. The buyer is deemed to agree with the content of our confirmation if, within eight days and in any case before delivery, they have not informed us in writing of any comments.

4. PRICES AND INVOICING

Our prices are given without any commitment as to duration and our sales are always made at the rate applicable on delivery. Any changes in the rate or nature of the taxes to which our sales are subject are, from their legal date of application, passed on to the prices already quoted by us to our customers, as well as to those of orders in progress.

We reserve the right to revise our prices, even during the performance of a contract, if labour, material or transport conditions change. Unless otherwise agreed in writing, our prices are always understood for goods delivered to warehouses.

5. LEAD TIMES

Delays may under no circumstances give rise to the payment of damages of any kind, in particular for operating losses, to the withholding of all or part of the price, or to the cancellation of the order in progress. The seller’s contractual obligations shall be suspended automatically and without formality, and the seller shall not be liable to the customer, in the event of occurrences such as, in particular: any work stoppage, lock-out, accident or manufacturing delay, fire, flood or accidental event, equipment breakage (in our workshops or at our suppliers), war, riot, requisition, act of government, authoritarian reduction of imports, defects in or difficulties with the supply of raw materials, delays in the transport of goods and, more generally, any circumstance beyond the control of the seller, its suppliers and service providers, occurring after the conclusion of the sales contract and preventing its performance under normal conditions. The delivery times and transport times indicated by us are given for information only and, barring unforeseen circumstances or force majeure, do not constitute any commitment on our part.

5. TRANSPORT

Whatever the mode of transport and even if shipped carriage paid by the seller, goods always travel at the consignee’s risk. In the event of delay, loss, damage or theft, it is the customer’s responsibility to make a claim against the carrier, within the time limits allowed, by registered letter with acknowledgement of receipt.

Goods transported in our trucks are delivered to the consignee’s door. In the case of delivery to a site, the site must be easily accessible, safe and risk-free. We decline all responsibility for any damage caused by the transport vehicle on this site if the damage is due to difficult access and unsuitable ground. Likewise, directing the manoeuvres necessary for the access and movement of vehicles within the consignee’s premises is the consignee’s responsibility.

Unloading of goods is always the customer’s responsibility, whether transport is by rail, water or road. A delivery stipulated as “carriage paid to site” does not change this clause. Unloading must be carried out properly, with sufficient labour and as quickly as possible from the moment the goods arrive on site. Waiting time will be charged to the consignee.

7. RECEIPT OF GOODS

Goods are deemed to be received and accepted ex works or ex warehouse. On arrival at the consignee or on site, the customer must check their condition before unloading. The customer alone is entitled to make reservations to the carrier.

8. RETURNS

Goods delivered and accepted are not taken back. If, exceptionally, such a return is agreed, it can only take place subject to the following two conditions:

– return less than one month after delivery.

– on the basis of the invoice, 20% of the net unit price will be deducted as return and logistics costs.

9. WARRANTY – CLAIMS

In the event of non-compliant delivery or delivery subject to dispute, any claim must be sent to us in writing within eight days of receipt of the goods. In the event of a recognised hidden defect, our warranty is limited purely and simply to the replacement of the defective products, excluding any compensation for ancillary costs such as removal and refitting of materials, or damages for downtime or otherwise. Under no circumstances may our liability exceed that of our own suppliers. The dimensions, colours and weights of certain materials, which are subject to variations inherent in their nature or manufacture, are subject to customary tolerances.

10. PACKAGING

If the goods are delivered on pallets or in returnable packaging, the deposit amount is shown on the invoice and payable at the same time as the goods. Refund of this deposit is only due after receipt of this packaging, returned carriage paid and in good condition to the place of departure, within a maximum of one month. Packaging returned unusable is not taken back. Under no circumstances does the deposit on packaging confer ownership of it.

11. PAYMENTS

Acceptance of our bills of exchange constitutes neither novation nor derogation from the above clause. Failure to pay on the agreed due date, or refusal to accept our bills, makes our entire claim immediately due. It automatically entails the termination of contracts and orders in progress and releases us from all our commitments. Late payment interest calculated at 2% per month runs automatically from:

a. The due date of an unpaid bill, even in the absence of protest or formal notice.

b. The contractually agreed due date. After an unsuccessful formal notice by registered letter, the buyer further undertakes to pay, as compensation and penalty clause, in accordance with the provisions of Article 1226 of the Civil Code, a surcharge equal to 10% of the principal outstanding. During the performance of a contract, before or during deliveries, we reserve the right to require from the buyer a good and solvent guarantee for the price of the supplies made or to be made and, in the event of refusal, to terminate the contract.

12. OWNERSHIP

The seller retains ownership of the goods until the customer has actually paid the invoice in full. It is however understood that the mere delivery of an instrument creating an obligation to pay, such as a bill of exchange or any other instrument, does not constitute payment within the meaning of this clause; the seller’s original claim against the buyer remains, with all the guarantees attached to it, including retention of title, until the said commercial instrument has actually been paid. The above provisions do not prevent the transfer to the buyer, from delivery of the goods, of the risks of loss or deterioration of the goods subject to retention of title, as well as of any damage they may cause. The buyer must take out insurance covering the risks arising from delivery of the goods. As long as the price has not been paid in full, the buyer must keep the goods from the seller separate and not mix them with other goods of the same type from other suppliers. Failing such separation, the seller may demand immediate payment for the goods or take back those still in stock. In the event of seizure (protective or attachment), or any other intervention by a third party on the goods, the buyer must inform the seller immediately, so that the seller can oppose it and preserve its rights. The buyer also undertakes not to transform, pledge or assign, whether as security or not, the ownership of the goods until their price in principal and ancillary costs has been actually and fully paid to the seller.

13. DISPUTES

Any dispute that may arise in connection with the interpretation or performance of these agreements shall fall within the jurisdiction of the Commercial Court of the seller’s place of business, regardless of the terms of payment, which has exclusive jurisdiction, even in the case of third-party claims or multiple defendants, notwithstanding any clauses to the contrary. Costs, fees and expenses of any kind required by the exequatur procedure and its enforcement shall be borne in full by the party found to have failed in its contractual obligations.