These conditions govern the sale of products between EIHF ISOFROID and the purchaser. Any deviation from these conditions must be expressly agreed in writing. Any order or acceptance of our offers implies the purchaser’s acceptance of these terms and conditions and his waiver of his own general terms and conditions of purchase. The purchaser acknowledges having been informed of the characteristics of EIHF ISOFROID products and having verified, under his sole responsibility, the compatibility of the products purchased, in particular with regard to current regulations, with the use for which they are intended.
Orders, including those placed by EIHF ISOFROID’s sales representatives or agents, only become final after written acknowledgement of receipt has been sent. However, in the absence of express acceptance of the order within 15 days of receipt, it will be considered final. All documents, catalogs, leaflets and brochures, technical specifications and other documents are provided for information purposes only and are not binding on EIHF ISOFROID. EIHF ISOFROID reserves the right at any time to modify the layout, shape, dimensions, weight and material of its equipment, the engravings and descriptions of which appear in these documents. All orders below 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 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 order acknowledgement, which confirms the seller’s acceptance of the order, stipulates the conditions of execution: material specification, price, conditions, delivery time, mode of transport, place of dispatch, payment. The purchaser is advised to check this acknowledgement of receipt carefully, and to report any errors within 48 hours of receipt, as no subsequent claims can be accepted. An order accepted by the seller may always be cancelled by the latter in the following cases and without compensation: 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 be reimbursed.
The prices indicated in our price lists are exclusive of tax and are subject to change without notice. Price lists are provided only at the customer’s request, and it is the customer’s responsibility to ensure that the price list in his possession is the latest edition before placing an order. Invoices are issued 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. Equipment is deemed to have been delivered to our warehouses. Delivery is made either directly to the purchaser, or to a carrier appointed by us on behalf of the purchaser, or by the purchaser himself. As of this delivery, the risks are transferred to the purchaser. 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 consignee, to discharge the goods only to the last carrier after ensuring that the goods have been handed over 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 concerning the quality, quantities, references and conformity of the products must be notified by the purchaser 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 to be in conformity and EIHF ISOFROID will not be held responsible. *
Delivery times are given as an indication only. A delay in delivery does not entitle the purchaser 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. Drafts must be returned to the address indicated, duly accepted, within ten days of 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 settlement. Failure to return our duly accepted bills of exchange within the period stipulated above, or non-payment of 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. In the event of a payment incident or the opening of receivership or liquidation proceedings against the purchaser, EIHF ISOFROID reserves the right to retain unpaid products not actually delivered to 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 is 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 legal interest rate in force will be payable after prior formal notice has been sent. In the absence of references deemed satisfactory, we reserve the right to request, at any time during the performance of the contract, either cash payment with the order, or the payment guarantees we deem necessary (bank guarantees among others). Should we fail to obtain such guarantees, 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 ceiling granted to a purchaser and to modify its payment deadlines.
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 are 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 warranty consists exclusively in the replacement of the product recognized as defective by our services. Shipping, disassembly and assembly costs are at the purchaser’s expense. Replacement parts do not extend the warranty period. The warranty only applies insofar as the equipment is used and maintained in accordance with the conditions set out in the Syndicat National de l’Isolation’s instructions for use. It does not apply in the event of deterioration, accident due to negligence, lack of supervision or maintenance. No warranty is given if our products are used for purposes other than those for which they were manufactured. Replacement products shipped by the purchaser under warranty will be invoiced at the price in effect on the date of shipment. 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 acts of God, such as : embargo, shortage of raw materials, theft, sabotage, machine breakdown, natural disaster, strike, lock-out, acts of government, modification of the regulations applicable to these General Terms and Conditions of Sale or to the products occurring in the EIHF ISOFROID factory, in the industries and at the service providers on which Ste EIH ISOFROI depends, and likely to reduce or stop the manufacture or transport of its products.
The purchaser has no intellectual or industrial property rights in the products, and EIHF ISOFROID remains 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 to clearly indicate the EIHF ISOFROID brand and the distinctive signs indicated by EIHF ISOFROID on the packaging and/or wrapping of the contractual products delivered, in compliance with EIHF ISOFROID’s instructions. To this end, the purchaser shall promptly request prior approval from EIHF ISOFROID as to the manner in which the trademark and distinctive signs are to be affixed to the packaging and/or wrapping. The purchaser shall inform Ste EIHF ISOFROID as soon as it becomes aware of any legal action brought against it in matters of intellectual and industrial property concerning Ste EIHF ISOFROID’s products, and shall not take any action without expressly referring the matter to Ste EIHF ISOFROID. Ste EIHF ISOFROID has the sole right to direct the proceedings and to decide on any action to be taken in respect of the goods, both in respect of the goods and in respect of the courts and 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 without effect, and to repossess the product, without prejudice to any other damages. In the case of a contract with successive executions, the buyer’s request to cancel deliveries entitles us, if we see fit, to terminate the contract, after formal notice to take delivery under the conditions stipulated, sent to the buyer by registered letter with acknowledgement of receipt.
In accordance with the provisions of the law of May 12, 1980, the products sold remain the property of EIHF ISOFROID until full payment of the price of the products, the 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 his 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 full payment of the price of our products, 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 preservation of the equipment, and to take out 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 assign the purchase price to the seller as a guarantee of payment for the equipment, and the supplier is hereby authorized to claim payment directly from the purchaser’s customers. In the event of an out-of-court agreement with creditors, or in the event of bankruptcy, receivership or liquidation proceedings, the purchaser must notify us without delay, so that an inventory of our products can be drawn up immediately, if we see fit. The purchaser shall not sell our products, nor install them or have them installed, except with our express authorization. Products in stock with the purchaser will be presumed to be unpaid. In all cases where we are obliged to enforce the reservation of title, any down payments received will be definitively acquired 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 warranty claims.
