These conditions govern the sale of products between EIHF ISOFROID and the purchaser. Any deviation from these terms and conditions must be expressly agreed in writing. By placing an order or accepting our offers, the purchaser agrees to be bound by these terms and conditions and waives its own general terms and conditions of purchase. The purchaser acknowledges that he/she has been informed of the characteristics of EIHF ISOFROID products and that he/she has verified, under his/her sole responsibility, the compatibility of the products purchased, in particular with respect to the regulations in force, with the use for which they are intended.
Orders, including those placed by EIHF ISOFROID's representatives or sales agents, shall not be deemed final until written acknowledgement of receipt has been sent; however, if the order is not expressly accepted within 15 days of receipt, it shall be deemed final. All documents, catalogues, notices and prospectuses, technical specifications and the like are provided for information purposes only and are not binding on EIHF ISOFROID. EIHF ISOFROID reserves the right at any time to make changes to the layout, shape, dimensions, weight and material of its equipment, the engravings and descriptions of which appear in such documents. Any order for less than the minimum amount defined in our price list will be sent cash on delivery and will give rise to the invoicing of a lump sum intended to cover our administrative costs. All orders must be the subject of a written order from the purchaser. Incomplete or erroneous information may lead to errors in execution, for which the seller cannot be held responsible. Confirmation of an order is subject to an acknowledgement of receipt. The acknowledgement of receipt of the order, which confirms the seller's acceptance, stipulates the conditions of execution: specification of the equipment, price, conditions, delivery date, mode of transport, place of dispatch and payment. The buyer is advised to check this acknowledgement of receipt carefully and to report any errors within 48 hours of receiving it, as no dispute can be accepted at a later date. An order accepted by the Seller may be cancelled by the Seller at any time without compensation in the following cases: cessation of production by EIHF ISOFROID for any reason whatsoever, or a change in the Buyer's solvency. In such cases, any payments made will simply be refunded.
The prices indicated in our price lists are exclusive of tax and are subject to change without notice. Price lists are only provided at the request of the customer, who is responsible for ensuring before placing an order that the price list in their possession is the latest edition. Invoices are drawn up at the rate in force on the day the sale is concluded.
Special packaging such as containers, maritime packaging, etc. is invoiced in addition and cannot be taken back. The equipment is deemed to have been delivered to our warehouses. Delivery takes place by direct handover of the products to the purchaser or to a carrier appointed by us on behalf of the purchaser or by the purchaser himself. As from this delivery, the risks are transferred to the buyer. Consequently, the products travel at the purchaser's risk, even if we arrange shipment at our expense. The purchaser undertakes to insure the products transported at his own expense and on our behalf, the insurance policy naming us as the insured beneficiary. It is the responsibility of the purchaser, as the recipient, to give discharge only to the last carrier after having ensured that the products have been handed over to him in good condition. If this is not the case, reasoned and precise reservations must be noted on the transport document, and a registered letter with acknowledgement of receipt confirming the said reservations must be sent to the carrier within the legal time limit currently set at three days.
Any reservations or disputes relating to the quality, quantities, references and conformity of the products must be notified by the buyer by registered letter with acknowledgement of receipt within 15 days of delivery of the products by the carrier. The buyer must prove the existence of defects or anomalies concerning the products. If these conditions are not met, the products will be deemed compliant and EIHF ISOFROID will not be held liable. *
Delivery times are given as an indication only. A delay in delivery does not give the buyer the right to cancel the order or to claim compensation for direct or indirect damage caused by the delay.
Unless otherwise agreed, invoices are payable within 30 days of the end of the month, by accepted and domiciled draft. Bills of exchange must be returned to the address indicated, duly accepted, within ten days of their issue. If payment is made on a date prior to that stipulated in the General Terms and Conditions of Sale, a discount will be calculated by reference to the average monthly money market rate for the month preceding payment. Failure to return our duly accepted bills of exchange within the period stipulated above, or failure to pay a single invoice or bill of exchange on its due date, shall render all our outstanding debts to the purchaser immediately payable, without prior formal notice. EIHF ISOFROID reserves the right to withhold unpaid products that have not been delivered to the purchaser in the event of a payment incident or the commencement of receivership or liquidation proceedings against the purchaser. Where payment is made after the due date shown on the invoice, late payment penalties will be applied, without prejudice to damages. Payment shall be deemed to have been made when the funds are made available to EIHF ISOFROID. Penalties at the rate of one and a half times the current legal interest rate shall be payable after prior notice has been served. In the absence of references deemed satisfactory, we reserve the right to request, at any time during the performance of the contract, either payment in cash when the order is placed, or any payment guarantees we deem necessary (including bank guarantees). If these are not obtained, we reserve the right to immediately cancel all or part of the contract to be performed. We reserve the right, at any time, depending on our assessment of the risks incurred and the guarantees offered, to set or reduce the overdraft limit granted to a buyer and to modify its payment terms.
In the event of a payment incident, the parties agree that their reciprocal claims for sums of money shall be set off against each other, ipso jure and without formality, whether or not the conditions for legal set-off have been met.
EIHF ISOFROID is bound by the legal warranty in the event of defects or latent defects in the products sold, in accordance with Articles 1641 to 1649 of the French Civil Code. In order for this warranty to apply, any defects must be reported within two months of their discovery. Our products are guaranteed for a period of twelve months from the date of delivery. The guarantee consists exclusively of the replacement of the product recognised as defective by our services. The cost of carriage, dismantling and assembly shall be borne by the purchaser. The replacement of parts does not extend the warranty period. The guarantee only applies insofar as the equipment is used and maintained in accordance with the conditions set out in the Syndicat National de l'Insulation's instructions for use. It does not apply in the event of deterioration, accident resulting from negligence, lack of supervision or maintenance. No warranty shall apply if our products are used for purposes other than those for which they were manufactured. Replacement products sent by the purchaser under warranty will be invoiced at the price in force on the date of dispatch. A credit note for the same amount will be issued if the returned product is found to be defective after examination by us.
EIHF ISOFROID reserves the right to suspend or terminate all or part of the sale in the event of force majeure or an act of God such as : embargo, shortage of raw materials, theft, sabotage, machine breakdown, natural disasters, strikes, lock-outs, acts of government, changes in the regulations applicable to these General Terms and Conditions of Sale or to the products manufactured at the EIHF ISOFROID factory, in the industries and by the service providers on which EIHF ISOFROID depends, and which are liable to reduce or halt the manufacture or transport of its products.
The purchaser shall have no intellectual or industrial property rights in the products, and EIHF ISOFROID shall remain the exclusive owner of all such rights. Any use whatsoever by the purchaser of the EIHF ISOFROID trademark or any other trademark belonging to EIHF ISOFROID is strictly prohibited without the express prior consent of EIHF ISOFROID. The contractual products delivered may only be marketed under the EIHF ISOFROID trademark or any other trademark owned by EIHF ISOFROID, to the exclusion of any trademark or distinctive sign owned by the purchaser or any other person. In the event that the products are repackaged by the purchaser, the purchaser undertakes, in accordance with EIHF ISOFROID's instructions, to clearly display the EIHF ISOFROID trademark and the distinctive signs indicated by EIHF ISOFROID on the packaging and/or wrapping of the contractual products delivered. To this end, the purchaser shall promptly seek EIHF ISOFROID's prior consent to the manner in which the trademark and distinctive signs are to be affixed to the packaging and/or wrapping. The purchaser shall inform EIHF ISOFROID as soon as it becomes aware of any legal action brought against it in respect of intellectual and industrial property concerning EIHF ISOFROID's products, and shall not take any action without expressly referring the matter to EIHF ISOFROID. EIHF ISOFROID alone shall have the right to direct the proceedings and to decide on any action to be taken with respect to the assets, both with respect to the courts and with respect to third parties interested in the matter.
In the event of non-payment on the due date, we reserve the right to cancel the sale by operation of law five days after formal notice has been given by registered letter with no effect, and to repossess the product, without prejudice to any other damages. In the case of a contract with successive performances, the buyer's request to cancel deliveries allows us, if we see fit, to terminate the contract, after formal notice to take delivery under the conditions laid down, sent to the buyer by registered letter with acknowledgement of receipt.
In accordance with the provisions of the Law of 12 May 1980, the products sold remain the property of EIHF ISOFROID until full payment of the price of the products, costs relating to the sale and interest. We reserve the right to reclaim our products in the event of non-payment of a single instalment, and the purchaser undertakes to return them to us, at its own expense, at our first request. Repossession of the products by EIHF ISOFROID is not exclusive of any other legal proceedings that EIHF ISOFROID may take. Until the price of our products has been paid in full, the purchaser shall not pledge them or transfer ownership by way of security. The purchaser undertakes to take all reasonable care in the custody and storage of the equipment and to take out all necessary insurance to cover any damage or loss that may be caused to or by the equipment. In the event that the goods are sold, the purchaser undertakes to transfer the purchase price to the vendor as a guarantee of payment for the equipment and the supplier is hereby authorised to claim payment directly from the purchaser's customers. In the event of an amicable agreement with creditors, or in the event of bankruptcy, the opening of receivership proceedings or the liquidation of assets, the purchaser must notify us without delay so that an inventory of our products can be drawn up immediately, if we see fit. Furthermore, the purchaser must not sell our products, nor install them or have them installed, unless we give our express authorisation. Products in stock with the purchaser will be presumed to be unpaid. In all cases where we are obliged to enforce the retention of title, any deposits received shall be retained by us.
In the event of a dispute, the Commercial Court of LYON (France) shall have sole jurisdiction, even in the event of summary proceedings, incidental claims, multiple instances or parties, or the introduction of third parties.
