General Selling Conditions

General Selling Conditions

1. APPLICATION OF CONDITIONS :

  1. Purchaser make himself acquainted with these general selling conditions which shall lay down the Parties law, except purchaser’s written denunciation ratified by MICHAUD EXPORT and despite opposite clauses that could be included in the purchaser’s general conditions. Possible renunciation of one or few clauses herein does not interfere with the validity of the other clauses. Except any formal and express derogation made by MICHAUD EXPORT, all purchaser’s orders carry off  his full and entire consent to the present General Selling Conditions which prevail over any Purchasing Conditions. All particular purchasing clauses or conditions aiming to modify the present conditions must not be contrary to the seller’s ones.

 

2. ORDER :

  1. Any order shall not constitute a contract unless accepted in writing by MICHAUD EXPORT.

 

3. PRICE LIST :

  1. Unless otherwise stated by MICHAUD EXPORT, price lists and commercial offers are established in Euro €, excluding any other currency, even Euro indexed currencies, and is governed by incoterms 2010 to be defined with the purchaser in the particular conditions.
  2. The price list is established for standard items with specific given technical characteristics. Any technical changes on products to adapt them to other specifications or standards may lead to extra unit costs and price revision.
  3. Unless otherwise stated by MICHAUD EXPORT,MICHAUD EXPORT reserves the right to gather purchaser’s orders and to deal with according to a minimum invoice amount of 800 € excluding tax and freight charges. (according to general price list in due force on the order date).
  4. Unless otherwise stated and written by MICHAUD EXPORT, validity of the price list is one month starting when given to the purchaser.
  5. The price list is subject to alteration without notice.

 

4. DELIVERY TIME :

  1. The delivery time is defined as the case may be according to the commercial relationships established with the purchaser. MICHAUD EXPORT use their best endeavours to deliver the goods by the time fixed for delivery, however, in case of delay, they will not be responsible for any loss or damage thereby caused to the purchaser unless expressly accepted in writing by MICHAUD EXPORT.
  2. Should partial or delayed deliveries occur, it does not justify any cancellation of purchaser’s orders, and MICHAUD EXPORT shall not be liable and responsible for any actual or potential, direct or indirect, or consequential damages caused to the purchaser through delay or by failing on deliveries.

 

5. DISPATCH :

  1. MICHAUD EXPORTuse their best endeavours to select appropriate method of delivery with no responsibility on it. Choice shall be made freely unless purchaser’s contrary notice who then support following additional cost that may follow.
  2. Ex-works delivery is considered as an effective delivery, notably regarding modalities and payment terms.
  3. Partial loss or damage during in transit must be reported to the carrier and to MICHAUD EXPORT in writing by registered letter with proof of delivery within three days after receipt of the goods by the purchaser. If these conditions are not complied with, the purchaser will be responsible for any loss or damage that may occur during transit. The purchaser commits to return to MICHAUD EXPORT at his own costs and risks the products he rejected during his check-up for due investigation. The purchaser agrees that MICHAUD EXPORT shall return the products at the purchaser’s cost and risks after examination or any possible repair or replacement.


6. USE OF THE PRODUCTS :

  1. The purchaser has to follow imperatively the laws, current prescriptions in due force and custom rules regarding instruction procedures and use of the products. MICHAUD EXPORT shall not be responsible in case of wrong use of the products according to the specifications and prescriptions of use advised by MICHAUD EXPORT.

 

7. TESTING AND INSPECTION :

  1. When testing and/or inspection is required by the purchaser, tests shall be carried out at MICHAUD SA’s facilities, and relevant costs shall be covered by the purchaser, unless any exemption agreed and approved by MICHAUD EXPORT.

 

 8. WARRANTY :

  1. MICHAUD EXPORT guarantees the purchaser against latent defect of the goods according to the conditions driven by the law. Once a guaranteed shortcoming is stated by the buyer, it is up to him to send his reclamation to MICHAUD EXPORT with a registered letter with proof of delivery within a time limit of three months starting from the fault’s appearance. This reclamation has to be accompanied by a detailed description of the fault’s nature. After this period of time the goods delivered shall be deemed as in good condition and the purchaser is no longer entitled to make a complaint about any defect on the products.  
  2. MICHAUD EXPORT guarantees its products for a period of one year after delivery or shifting from our facilities. In case of fault, defect, non-conformity proved or admitted by MICHAUD EXPORT, MICHAUD EXPORT undertakes to replace the products admitted defective in reasonable time. In order to be replaced, rejected products shall be returned. No other prejudice of damage shall be required by the purchaser.
  3. The guarantee is excluding the followings :
  • if the product has been repaired or modified by the buyer or by third parties chosen by him ; or
  • if it concerns items that have been made by sub-contractors or MICHAUD EXPORT suppliers to whom the normal producer or Subcontractor guaranty applies ; or
  • if the defect is coming from the buyer’s negligence, or recklessness ; or
  • if the defect is the result of a force majeure or of an external event.

 

 9.TAKING BACK OF THE PRODUCTS :

  1. In case the purchaser renounces to the ordered and delivered products, no taking back will be considered unless expressly accepted in writing by MICHAUD EXPORT. Rejected goods shall be sent back to the French plant defined by MICHAUD EXPORT. Credit of the sent back goods will be registered after receipt in the warehouse. Taking back value will systematically take into consideration a reduction to be defined for administrative and check-up cost as well as a reduction for restoration of the product and packaging if necessary.

 

10.PAYMENT :

  1. Payment terms are defined with the purchaser in the particular conditions. All goods shall be paid to the MICHAUD EXPORT head office located in Pont d’Ain France whatever the payment terms used. Invoice date shall be the starting point of the settlement period.
  2. Legal property transfer of the goods shall be retained until full payment of the whole sold goods. MICHAUD EXPORT keep the property of the goods until full payment of their price, sending bank drafts or any other bond notes building payment obligation not constituting a payment.
  3. Any unpaid draft or invoice being at maturity will produce due interest, without giving notice. Applicable penalties shall be equivalent to three times the legal interest rate at the payment date located on the invoice. Payment of any other sums owed by the failing debtor shall be immediately payable, even if they are accepted draft. Any full or partial non-execution by the Customer of the payment obligations or any delay in payment shall, without prejudice to any damages and interests, lead to the payment of fees of 40 € for collection charges set down by decreet made pursuant to the section 121 of this act. Moreover, MICHAUD EXPORT keep the right, in that case, to suspend or cancel fulfilment of the contracts and pending orders and demand cash in advance payment of any other delivery, whatsoever past conditions agreed for such delivery.
  4. Any change in the purchaser situation regarding sale or other party’s investment in the business, decease, incompetence, suspension of payment, official recovery, official receivership, temporary proceedings suspension, dissolution or form modification, even after partial fulfilment of the contracts or pending orders entails application of the same conditions as the ones described in case of unpaid invoice.

 

11.FORCE MAJEURE  

  1. Neither MICHAUD EXPORT nor the buyer can be held responsible for a possible delay or lack in their obligations’ execution, if this delay or lack is the result of a force majeure. A force majeure exists notably in the following situations, if they present certain characteristics of a force majeure, this means if the event was irresistible, unforeseeable, and externally provoked. This non-exhaustive list enumerates some situations which constitute a force majeure: explosions, fires, incidents, destruction of machinery, factories and equipment, natural disasters, acts by governmental authorities (refusing or cancellation of a license …), wars, or any acts of war, flooding, riots, or social conflicts. The party that faces such a circumstance which responds to the above given definition must immediately inform in writing the other party of this intervention and when this circumstance possibly ends. In the case of absence of information, the concerned party can not prevail over, unless in the case of intervening circumstances, which also prevent any communication. Where a force majeure case which responds to the above definition intervenes, the time for the contract’s execution is prolonged for a period of time corresponding to the event’s duration. This does not include any payment of damages and interest or a penalty for the delay. However if the above mentioned circumstances do persist for a period of time of 6 months, each party can cancel the contract without any payment of damages and interest.


12. RESILIATION :

  1. The contract is cancelled by law, without the need of any judicial formality where there are serious shortcomings by one of the parties concerning essential obligations. Cancellation would become effective within one month after the mailing of a registered letter with proof of delivery of an earlier made formal notice which stayed unfruitful. The essential obligations, which the parties have to fulfill, notably consist of the due payment by the buyer or the merchandise’s non-delivery by MICHAUD EXPORT. In case of a serious shortcoming to the contract’s essential obligations, the sale will be cancelled in good law without prejudice of damages and interest that can be claimed. Any tolerance that one party allows the other not to prevail immediately over one of its rights, will not prejudice the party’s rights to prevail over them later, except in case of a contrary convention or stipulation to the present conditions.

 

13. JURISDICTION ATTRIBUTION :

  1. These General Selling Conditions shall be ruled and governed by the French Law as followed by the courts. Any dispute deriving from these General Selling Conditions, after failure of a previous conciliation procedure shall be of the exclusive French jurisdiction of the competent Commercial Court of Lyon located in France. Each party accepts to bear any costs and expenses it would have exposed.

 

14.OFFICIAL LANGUAGE :

  1. The French version of these general selling conditions, available upon enquiry, is the only legally acceptable version.