Definition
Between the Supplier, hereinafter EPCI, and the Customer. The product means the part or parts that are the subject-matter of the sale which are manufactured according to the Customer’s specifications. The Customer is considered to be an informed professional that is aware of these General Terms and Conditions, hereinafter GTC. Unless expressly agreed otherwise, these GTC commit EPCI and the Customer. They take precedence over the Customer’s general terms and conditions.
All drawings, descriptions, details of weight and dimensions submitted with our offers, as well as the illustrations contained in our catalogues, or any other advertising information have no contractual value.
1. Offer and acceptance
The Customer’s call for proposals or order must be accompanied by technical specifications defining in full, all aspects of the products to be manufactured as well as the type and terms of the inspections, checks and tests required for the technical acceptance of such products. The call for proposals, the order and the technical specifications must be drawn up in writing.
The supply offer may not be deemed firm unless a validity period is expressly stated. The same applies to all cases where the Customer makes changes to the technical specifications or to any sample parts submitted to it by EPCI. EPCI is bound only by the terms and conditions of its express acceptance of the Customer’s firm and definitive order. The order expresses the Customer’s irrevocable consent. It may therefore not cancel it without EPCI’s express and prior agreement. In this case, the Customer shall compensate EPCI, at the latter’s request, for all the expenses and costs incurred because of the order.
Acceptance of the order shall be made in writing.
2. Preparatory and ancillary work relating to the order
EPCI retains all intellectual ownership rights, in particular relating to intellectual / industrial property, and know-how in all loaned documents. These documents must be returned to EPCI on first request.
3. Ownership of the tools
The tools designed, whether or not they have been manufactured by EPCI, remain its exclusive property. Except in the case of written agreement transferring, in return for payment, the intellectual / industrial property / know-how to the Customer, the Customer’s participation in the costs of design and production of the tools only gives it a right to use these tools in EPCI’s workshops. EPCI may destroy the tool or return it at the Customer’s expense should a period of two years elapse without it receiving a new order of sufficient importance to justify using it. The cost of replacement, repair or reconditioning after wear shall be borne by the Customer. The Customer undertakes to purchase an insurance policy covering any damage caused to the tools belonging to it when they are stored on EPCI’s premises.
4. Intellectual property and non-disclosure
The intellectual / industrial property rights attached to the transmitted documents, production processes, methods, inventions, tools and know-how acquired prior to or during the manufacturing process by EPCI remain its exclusive property. Assignment of these rights to the Customer is subject to signature of a written agreement which includes financial consideration. Each party shall guarantee and indemnify the other party against any third-party claims regarding intellectual / industrial property whenever the guaranteeing party holds or claims to hold the intellectual / industrial property rights to the products or elements in question.
The parties commit reciprocally to a general non-disclosure obligation regarding all information exchanged when preparing and fulfilling the order.
5. Delivery, carriage, checking and acceptance of products
Delivery lead times run from the date of acknowledgement of receipt of the order. The agreed lead time is an important element which must be accepted expressly by EPCI, as well as its nature (period for making it available, presentation for acceptance, delivery, acceptance, etc.). The stipulated times are, however, only indicative. Delivery is deemed to have been made when the goods are deposited with the Customer. The risks are transferred to the Customer once delivery has been made, without prejudice to EPCI’s right to invoke the retention of title clause or its possessory lien. EPCI retains full ownership of the goods that are the subject-matter of the contract until actual payment in full of the price including the principal and other charges. Payment default of any invoices on the due date may result in these goods being claimed at the purchaser’s expense and risks. Nevertheless, as of delivery, the Customer shall be liable for any damage that these goods may undergo or cause. Return of the goods following a payment default by the Customer does not call into question EPCI’s right to claim all the costs and expenses due to an inability to resell the goods or to their loss of value.
The Customer must legally accept delivery of the products by which it recognises conformity with the order. Any challenge relating to visible defects must be made within ten days of the delivery date. Acceptance of the delivery is deemed to be recognition of the absence of visible defects. Late delivery may not give rise either to penalties or to damages.
In the absence of an express agreement between the parties, a tolerance of +/- 0% is allowed with respect to the number of products manufactured and delivered.
6. Force majeure
In the event of the occurrence of a force majeure event, making continuation of the order impossible, the parties undertake to meet as soon as possible to try to find a solution acceptable to both parties. The following events, in particular, are considered to be force majeure events: a change to customs duties, a change to foreign exchange rates, changes to the laws. None of the parties to this agreement may be held responsible for its delay or its failure in the event of a force majeure event.
7. Price and payment
Prices are indicated exclusive of tax, “ex–works”. They may be revised according to variations in the prices of raw materials which may occur between the date of the offer and that of the delivery. They are invoiced according to the terms and conditions of the order. The price is exclusively for the products and services specified in the offer. Payments are made in the currency stated on the invoice.
Payments are made, unless specific provisions have been agreed, according to the LME act (Modernisation of the Economy Act) in force, even if the issuance is after the 25th of the month. The contractually agreed payment dates may not be challenged by the Customer unilaterally, including in the event of a dispute. Advance payments are made with a 2% discount.
Any late payment shall give rise to the application of late-payment interest equal to the most recent refinancing rate of the European Central Bank plus seven points. Any late payment of an invoice, if EPCI wishes, makes immediately payable the payment of all not-yet-due invoices. Late payment of a single invoice may result in any new delivery being stopped. The fact that EPCI avails itself of one and/or other of these provisions does not prevent it from invoking the retention of tile clause stipulated in Article 5.
8. Change in the Customer’s situation
In the event of the sale, assignment, pledge or contribution of the assets of its business, or a significant part of its assets or its equipment by the Customer, or a bill of exchange not returned thirty days before its expiry, or a deterioration in the financial situation and/or lack of communication of the corporate accounts, EPCI reserves the right and without notice to: – withdraw the payment term and require immediate payment of any outstanding sums,
– suspend any shipment
– note, firstly, cancellation of all the orders under way and secondly, to retain any advance payments collected, for the tools and parts held, until the indemnity is set.
9. Legal guarantee of payment
When these GTC are part of a chain of business contracts, the Customer has the legal obligation to have these GTC accepted, and to have EPCI’s terms and conditions of payment accepted, by its own client.
10. Commercial guarantee and liability
EPCI guarantees that the products delivered to the
Customer: a) Comply with the Customer’s technical specifications and quality instructions
b) Are free from material and workmanship defects, regardless of their origin, affecting the manufacturing processes or resulting from a non-conformity with the order
EPCI guarantees that the products delivered will include only new materials and items, of recent manufacture and of good merchantable quality.
EPCI in any event only guarantees that the delivered products satisfy a specific application. The warranty period under standard conditions of storage is 6 (six) months from the delivery date of the products to the Customer. EPCI provides no warranty other than that provided for in these GTC.
The Customer is responsible for using the product under normal foreseeable conditions of use as well as the best practice of its profession.
In the event of a defect or malfunction, the Customer undertakes to notify it in writing during the warranty period in question. No return is permitted without first obtaining EPCI’s prior agreement. EPCI’s warranty will be limited: a) To the repair or replacement (excluding the uninstallation and reinstallation costs) of the products non-compliant with the specifications or that are defective, or
b) To the repayment of the part of the purchase price corresponding to the non-compliant or defective products.
The administrative costs related to the non-compliance processing costs reported by the Customer are not borne by EPCI.
Liability
EPCI shall in no case be held liable in the event of loss or damage resulting in whole or in part from the Customer’s negligence, or for any incorrect intervention/installation, misuse, improper use of any product, by any person other than EPCI. This shall also be the case for any malfunction caused by a case of force majeure which makes use of the affected products impossible for the purpose assigned to them. Each Party shall only be liable for direct damage and losses related to the warranty. In no case, shall one Party be liable with respect to the other Party for indirect damage or losses (in particular operating losses, loss of customers, suspension of activities, etc.).
The Customer undertakes to maintain traceability of the products delivered by EPCI in its production or assembly lines and in those of its sub-contractors or its customers.
11. Health, Environment, Safety
Each Party undertakes to apply the legal and regulatory provisions in force regarding Health, Safety, Hygiene and Protection of the Environment. The Customer undertakes to comply with the provisions set out in Recommendation 182 of the International Labour Organisation.
12. Import / Export Regulations
Some products are subject to foreign, European or national regulations regarding imports and exports. Unless otherwise agreed, EPCI undertakes to carry out the necessary procedures for obtaining the required export documents. The Customer undertakes to provide EPCI with any document requested by the competent authorities. EPCI disclaims any liability should an export licence not be granted or be subsequently withdrawn.
The Customer undertakes not to export the products delivered by EPCI to a country that is on the list of countries under embargo by the American and / or European authorities.
13. Assignment of jurisdiction
In the absence of an amicable agreement, any dispute relating to these GTC shall fall within the exclusive jurisdiction of the court in whose judicial district the legal entity of EPCI which has accepted the order associated with these GTC is located. These GTC are governed by French law.