TERMS & CONDITIONS OF SALE
GENERAL CONDITIONS OF SALE AERO COMPOSITES SAINTONGE 2015
1 / PURPOSE and preliminary observations:
The general terms and conditions described below detail the rights and obligations of EURL AERO COMPOSITES SAINTONGE (ACS) and its customer in connection with the sale of the following goods: – Sale of finished products – Services: studies, research and development Any service performed by the company ACS implies the full and entire adhesion, without reserve of the buyer to the present general conditions of sale: these can not be modified by contrary stipulations appearing on the purchase orders of the customer or in its general conditions of purchase, unless it is expressly waived by a written amendment to the acceptance of order by a qualified representative of our company. Any order negotiated verbally will become final only after written confirmation of the 2 parts, or shipment of the order from us. Any changes made during the execution of the order must also be confirmed in writing. Any order can only be canceled with the written consent of ACS, and on conditions that will compensate for any costs already incurred. 2 / TARIFFS: Our commercial proposals are valid 30 days from their notification to the customer. The prices of the goods sold are those in force on the day of ordering. They are denominated in euros and calculated without taxes. As a consequence, they will be increased by the rate of VAT and transport costs applicable on the day of the order. ACS agrees to modify its rates at any time. However, it undertakes to invoice the goods ordered at the prices indicated when the order is registered. 3 / DISCOUNTS AND DISCOUNTS: The proposed rates include rebates and rebates that the ACS company would have to agree based on its results or the assumption by the purchaser of certain services. 4 / DISCOUNT: No discount will be granted in case of advance payment. 5 / TERMS OF PAYMENT: Payment orders are made: – either by check; – by bank transfer; Unless written agreement between ACS and the customer, when the order is registered, the buyer must pay a deposit of 20% of the total amount of the invoice, the balance to be paid upon receipt of the goods or in the form of deposit the supply of tools if stipulated in the specifications. Payment deadlines In the absence of specific provisions in the order confirmation, the price must be paid on the thirtieth day following the date of receipt of the goods or performance of the requested service. 6 / DELAY IN PAYMENT: In the event of total or partial failure to pay the goods delivered on the day of receipt, the buyer must pay to the company ACS a penalty of delay equal to three times the rate of the legal interest. The legal interest rate used is that in force on the day of delivery of the goods. As of 1 January 2015, the legal interest rate will be reviewed every 6 months (Ordinance No. 2014-947 of 20 August 2014). This penalty is calculated on the amount inclusive of the sum remaining due, and runs from the due date of the price without any prior notice being required. In addition to the late payment, any sum, including the deposit, not paid on its due date will automatically produce the payment of a fixed compensation of 40 euros due for recovery costs. Articles 441-6, I paragraph 12 and D. 441-5 of the French Commercial Code.
7 / CLAUSE RESOLUTOIRE:
If within fifteen days after the implementation of the clause “late payment”, the buyer has not paid the amounts remaining due, the sale will be resolved automatically and may entitle to the allocation of damages for the benefit of society. Unless they are the subject of a sales contract, the studies and documents of any kind delivered or sent by ACS, remain our entire property and must be returned upon request. In any case, they can not be communicated, used or executed without the prior written consent of ACS. 8 / RESERVATION OF PROPERTY: The company ACS retains ownership of the goods sold until full payment of the price, in principal and accessories. As such, if the buyer is subject to a liquidation or liquidation, ACS reserves the right to claim, as part of the collective procedure, the goods sold and remained unpaid. The transfer of ownership of goods and / or studies is suspended until full payment of their price in principal and accessories, being specified that the acceptance of drafts or any other title containing commitment to pay futures does not constitute this payment in full . The goods and / or studies mentioned remain the property of the seller until full payment of the amount thereof. Failure to pay any of the due dates may result in a claim for the goods sold. In case of partial use, an invoice will be established in proportion to the wear plus 50%. If goods and / or studies are delivered which, although of the same kind, have been the subject of several invoices corresponding to successive deliveries, the regulations made by the buyer are deemed to be deducted from the oldest invoices. In no case can the purchaser pledge or pledge unpaid goods. In case of seizure by third parties, the purchaser must immediately inform the seller and the seizing third party. Notwithstanding the suspension of the transfer of ownership, the purchaser has custody of the goods and bears the risk of their shipment, with the obligation to take out the corresponding damage insurance. 9 / DELIVERY: The delivery is carried out by the direct delivery of the goods to the buyer: either by delivery by a transport company or by us, or by hand delivery at the head office of ACS. The delivery time indicated during the registration of the order is given for information only and is not guaranteed. Consequently, any reasonable delay in the delivery of the products can not give rise to the benefit of the buyer to: – the award of damages; – the cancellation of the order. The risk of transport is borne entirely by the buyer. In case of missing or damaged goods during transport, the buyer must make all the necessary reservations on the delivery note upon receipt of said goods. In addition, these reservations must be confirmed in writing within five days of delivery by registered letter AR. 10 / FORCE MAJEURE The responsibility of the company ACS can not be implemented if the non-execution or the delay in the execution of one of its obligations described in these general conditions of sale results from a case of force majeure. As such, force majeure means any external event, unforeseeable and irresistible within the meaning of article 1148 of the Civil Code. 11: TRIBUNAL COMPETENT: Any dispute relating to the interpretation and execution of these general conditions of sale is subject to French law. In the absence of amicable resolution, the dispute will be brought before the Commercial Court of Commercial Court of Saintes 2 impasse des Cordeliers CS 30328 17100 SAINTES.