General conditions of sale
General conditions of sale for professional buyers
Article 1 – Field of application
1-1 In application of the provisions of article L.441-6 of the Commerce Code, the present general terms and conditions of sale constitute the sole basis for the commercial relationship between the parties. The purpose of these general terms and conditions of sale is to define the conditions under which the ENTECH SE company supplies professional buyers (hereafter names “The BUYERS or the BUYER”) who requests by direct contact or via a paper medium, the products and services marketed by ENTECH SE. These general terms and conditions of sale apply without restriction or reservation to all products and services provided by ENTECH SE to any BUYER irrespective of any contrary clauses appearing on the BUYER’s documents and in particular their general terms and conditions of sale.
1-2 These general terms and conditions of sale are systematically communicated to any BUYER who requests them for placing an order with ENTECH SE. These general terms and conditions are made available to any BUYER on the website www.entech-se.com. Any order of products and/or services implies on the part of the BUYER, the acceptance without reservation of these general terms and conditions of sale. The information appearing on the internet site, the catalogues, brochures and tariffs of ENTECH SE are given for information only and can be revised at any time. ENTECH SE has the right to make any modifications that it considers useful.
1-3 ENTECH SE reserves the right to waive certain clauses of these general terms and conditions of sale depending on the negotiations conducted with the BUYER by the establishment of special terms and conditions of sale. ENTECH SE also reserves the right of establishing general terms and conditions of sale by category, waiving the present general terms and conditions of sale, depending on the type of customer considered, determined from objective criteria. In this case, the general terms and conditions of sale by category apply to all operators meeting these criteria.
Article 2 – Orders
The creation of a contract between ENTECH SE and the BUYER results in the written acceptance by the BUYER of the quotation established by ENTECH SE following the order received from the BUYER. The information provided by the BUYER and communicated to ENTECH SE during the order, commits it. The consequence of any error affecting this information does not engage the liability of ENTECH SE. Each quotation established by ENTECH SE includes the present general terms and conditions of sale. Any later requests for modification of this quotation will only be taken into account within the limit of possibilities of ENTECH SE and on condition that the parties expressly agree on the new quotation, in writing.
Article 3 – Price
The products and services are sold at the price indicated in the quotation established by ENTECH SE and accepted in writing by the BUYER. These prices are firm and cannot be revised. They do not include applicable taxes, transport, any customs duties and insurance.
Article 4 – Conditions of payment
Apart from any waiver to the present general terms and conditions in the special terms and conditions of sale agreed with the BUYER, the price is payable THIRTY (30) days, end of the month, as of the date of issue of the invoice.
The following methods of payment can be used: bank card: Visa, MasterCard, American Express, other bank cards, bank transfer to the account of ENTECH SE, bank cheque, accepted bill of exchange.
In case of payment by bank cheque, this must be issued by a bank domiciled in metropolitan France. The cashing of said cheque is done immediately. payments made by the BUYER will not be considered as final until after cashing of the sums due to ENTECH SE.
In case of late payment of the sums due from the BUYER after the date of payment appearing on the invoice addressed to it, late penalties calculated at the daily rate of THREE PERCENT (3%) of the amount (including VAT) of the price appearing on said invoice, will automatically and by rights due to ENTECH SE, without any prior formal notice. A fixed fee compensation in the amount of 40 Euro for recovery costs will also be due from the BUYER, by rights and without prior notification in case of late payment. ENTECH SE reserves the right to ask the BUYER for additional compensation if the recovery costs effectively engaged exceed this amount, upon presentation of evidence to this effect.
In case of non-adherence to the aforesaid payment conditions, ENTECH SE reserves the right, also by rights, to suspend or cancel the execution of orders in progress, to decrease or cancel any possible rebate accorded to the BUYER. With express, prior, written agreement from ENTECH SE, no compensation can be validly made between possible penalties or indemnities for lateness or for non-conformity of products and/or services ordered by the BUYER on the one hand and the sales price due from the latter to ENTECH SE on the other hand. No discount will be practised by ENTECH SE for payment of the price by the BUYER before the date appearing on the invoice and in a time less than that mentioned in the present general terms and conditions of sale.
Article 5 – Execution deadlines
Delivery deadlines for products and/or the execution of services ordered by the BUYER are those indicated in the quotation established by ENTECH SE and accepted in writing by the BUYER.
These deadlines do not constitute an absolute deadline and ENTECH SE cannot have its liability engaged with regard to the BUYER in case of a delay not exceeding SIXTY (60) days. In case of delay greater than SIXTY (60) days, the BUYER can order ENTECH SE by registered letter with acknowledgement of receipt, to perform the delivery or to provide the service within a reasonable additional deadline. Exceeding this additional deadline, the sale will be considered as cancelled by the receipt by ENTECH SE of a registered letter with acknowledgement of receipt, addressed by the BUYER informing of this cancellation, at least while ENTECH SE has not executed between times.
Failing a waiver of the present general terms and conditions in the special terms and conditions of sale agreed upon with the BUYER, the delivery of the products will be made at the address of ENTECH SE at the time of removal of the products by the BUYER. The BUYER will be bound to withdraw the products within FIFTEEN (15) days as of the receipt of the notice of availability communicated to the BUYER by ENTECH SE by mail, by fax or by e-mail. Exceeding this deadline, if ENTECH SE sees fit, the sale will be considered as cancelled by the receipt of the BUYER of a registered letter with request for acknowledgement receipt addressed by ENTECH SE informing of this cancellation, at least while the BUYER has not executed in the meantime.
The BUYER is bound to check or have checked, the apparent state of the products during the delivery. Failing reservations expressly issued by the BUYER during the delivery, the products delivered by ENTECH SE will be considered in conformance with the quantity and quality at the order.
ENTECH SE will replace as soon as possible and at its cost, products delivered whose failure to conform will have been duly proven by the BUYER.
Article 6 – Transfer of property – Transfer of risks
The transfer of property of the products to the BUYER will only be performed after complete payment of the price by the latter, and this, irrespective of the delivery date of said products. Up until the complete payment of the price, the BUYER undertakes not to convert, incorporate, resale or rent out the products.
The transfer to the BUYER of the risks of loss and deterioration of the products will be made as of the delivery of said products, independently of the transfer of property and this, irrespective of the date of the order and its payment. The BUYER consequently, is obliged to insure the products ordered at its expense, for the benefit of ENTECH SE, by an ad hoc insurance, until the complete transfer of property and to confirm this with the latter during the delivery. Failing this, ENTECH SE will have the right to delay the delivery until presentation of the insurance certificate.
Article 7 – Liability of ENTECH SE
On condition of the guarantees that must be provided by law, the liability of ENTECH SE is strictly limited, all causes combined, to the direct and material prejudice suffered by the BUYER to the exclusion of any indirect prejudice and consequential loss (loss of operation, loss of clientèle, loss of orders, commercial problems, etc.) notwithstanding the fact that ENTECH SE has been warned of the possibility of the occurrence of such losses.
The BUYER waives whether in its name or in the name of its insurers, any recourse against ENTECH SE and its insurers with respect to compensation exceeding the limits specified above.
Article 8 – Intellectual property
ENTECH SE remains the owner of all patents, designs and models, copyright, processes, manufacturing secrets, specifications, documents (designs, drawings, calculation notes, test reports, test results, etc.), objects (models, samples, specimens, etc.) used in the framework of the provision of design services, of studies, of research and development, technical assistance or other. The BUYER must immediately return to ENTECH SE, the aforementioned items following the execution of the present contract. The BUYER can only use these industrial and intellectual property rights belonging to ENTECH SE or its suppliers following the signing of a licence contract, even if the rights to use are granted free of charge.
Article 9 – Unforeseeable circumstances
The present general terms and conditions of sale excluding the default provisions of article 1195 of the Civil Code, allowing the questioning of the terms and conditions of a contract in case of the occurrence of unforeseeable circumstances.
Article 10 – Force Majeure
ENTECH SE and/or the BUYER cannot be held liable of the non-execution or delay in the execution of any of their obligations, such as described in the present, arise from a case of Force Majeure, as defined by the provisions of article 1218 of the Civil Code.
By express convention, the following will be considered as case of Force Majeure, other than usually retained by French jurisprudence: total or partial strikes, internal or external, lock-outs, bad weather, epidemics, blockage of means of transport or provisioning for whatever reason, penury of raw materials, earthquake, fire storm, flood, water damage, government or legal restrictions, legal or regulatory changes to forms of commercialisation, computer breakdown, telecommunications blockage and other cases independent of the express desire of the parties, hindering the normal execution of the present contract.
The party observing the event must immediately inform the other party of their impossibility to execute their provisions of service and to justify it with them. The suspension of obligation can under no circumstances be a cause of liability for non-execution of the obligation concerned, nor give rise to the payment of damages or late penalties.
The execution of the obligation is suspended throughout the whole period of Force Majeure if it is temporary and does not exceed a period of THIRTY (30) days. Consequently, as of the disappearance of the cause of the suspension of their reciprocal obligations, the parties shall make best efforts to return as quickly as possible to the normal execution of their contractual obligations. To this effect, the hindered party shall alert the other of the resumption of their obligation by registered letter with acknowledgement of receipt or any extra judicial deed. If the hindering is definitive or exceeds a period of THIRTY (30) days, the sale or sales concerned shall be purely and simply cancelled.
During this suspension, the costs incurred by the situation will be at the expense of the hindered party.
Article 11 – Applicable law
The present general terms and conditions of sale are governed by French law. In the event that these general terms and conditions of sale will be translated into one or more foreign languages; only the French language version shall prevail in case of dispute.
Article 12 – Disputes
Any dispute to which the present general terms and conditions of sale and agreements that arise from them could give rise, bearing on the formation and/or their interpretation, and/or their execution and/or their cession, and/or their consequences and their outcome, shall be subject in first instance, the exclusive competence of the French government jurisdiction materially competent in the jurisdiction in which the registered office of ENTECH SE resides, even in case of emergency appeal, claim for contribution from a third party, of more than one higher court or parties or petition.