ARTICLE 1 – Application and opposability of the terms and conditions
These terms and conditions cancel and replace the terms and conditions previously applicable. Any other document issued by the seller and amongst others, catalogues, leaflets, adverts are only informative and indicative. All purchases or orders of products marketed by the seller are subject to these terms and conditions. The purchaser therefore accepts these terms and conditions expressly and without reserve; they supersede any terms and conditions of purchase or any other document drawn up by the purchaser or any entity in relation with the purchaser. In any case, the seller reserves the right to refuse a request made by the purchaser that is exorbitant or dispensatory to its terms and conditions. Failure by the seller to request the application of any of these terms and conditions at one point in time shall not be interpreted as a waiver to subsequently request the application of any of these terms and conditions. An invalid clause of these terms and conditions shall not affect the validity of the terms and conditions in their entirety.
ARTICLE 2 – Price offer
The prices in the offers made by AXCE are those of the tariff in force on the day of their establishment. The proposals made by commercial services are valid for one month from the date of issue. After this time, AXCE could renew its proposal on request of the Customer, taking into account price changes that could occur in the meantime.
The choice of materials and offer services is based on the needs expressed by the Client to AXCE's business services.
ARTICLE 3 – Order
The sale of our products is definite on the date of signature of the acknowledgement of receipt of the order by the seller. As from the sale, no cancellation of all or part of the order and no qualitative or quantitative modification of the order shall be accepted without the seller’s written consent. In case of express agreement by the seller, the set price could be increased and new delivery dates determined. The documents exchanged between the seller and the purchaser shall be written exclusively in French or in English.
ARTICLE 4 – Delivery
4.1 Deliveries are made by delivery to the purchaser or a carrier on the seller’s premises. Delivery dates are given for information only and are subject to the seller’s capacity to provide and carry, except when specific dates and times have been expressly agreed between the purchaser and the seller. Failing such agreement, late delivery cannot give rise to damages, deduction or cancellation of the orders in progress. The seller is authorized to deliver orders by installments.
4.2 The seller’s products, whatever the conditions of transport, are carried at the purchaser’s risk. Consequently, without prejudice of the retention of title clause set out in article 8 hereunder, the purchaser shall bear the risk the products might incur or occasion as from the delivery of the products. The purchaser shall take out an insurance in consequence and bear the costs. In any case, in case of damage, shortage or delay, the purchaser shall make clear an precise reserves on the carrier’s receipt slip, and shall notify his protest to the carrier by registered post with acknowledgement of receipt within three days of the receipt of the products, bank holidays excluded.
ARTICLE 5 – Receipt
Without prejudice of the measures to take towards the carrier, claims on apparent defects or non conformity of the product delivered with the ordered product, shall be made in writing within five days following the receipt of the products.
In any case, the client shall ensure the reception of products and consequently provide the personnel necessary for the unloading operations. The client must be on the premises on the day of delivery, failing which no claim shall be accepted.
ARTICLE 6 – Liability – Use of the products
6.1 The seller guarantees that the products comply with French regulations in force on the date of delivery and that they are composed as indicated on the packaging.
6.2 The use of the products alone or in combination with other products or goods is made at the purchaser’s risk. The purchaser undertakes to store and use the products pursuant to the documents forwarded by the seller, to the regulations in force in the country they are used and to comply with all its legal obligations towards its own clients. The seller shall no be held liable for defaults or damages to products delivered pursuant to abnormal conditions, or in breach of advice regarding carriage, storage, conservation, use and sales subsequent to the delivery of the products.
6.3 The purchaser shall justify the existence of the alleged defects or defaults. The purchaser shall let the seller establish the existence of the defects. In case of defect or default duly recognized by the seller, the seller’s obligation shall be limited to replacing the faulty quantities by similar products. No other damages shall be paid for any reason or prejudice whatsoever. No return shall be accepted for any reason whatsoever if the product is not returned in its complete packaging and without the seller’s prior written consent. Any return accepted by the seller shall give the purchaser credit after a qualitative and quantitative check of the products returned. The purchaser shall bear the cost and risk of the return.
6.4 In case of force majeure, and amongst others in case of fire, flood, total or partial strikes, change of regulations, impossibility to be supplied with raw materials, interruption in supply of energy, the seller shall automatically be freed from his obligation to deliver, without damages, as from the date of the events and undertakes to inform the purchaser as soon as possible.
ARTICLE 7 – Price
Our prices are established in Euros excluding any tax, levy or duty and Transportation is not included in our prices as referred to the incoterm DAP Migennes Seller’s premises (ICC Incoterms 2010). Our prices can be reviewed with a prior ten day notice.
ARTICLE 8 – Payment
8.1 All our invoices are payable on receipt except in case of written consent by the seller. No rebate is granted for early payment. The seller’s invoices and payments are made exclusively in Euros.
8.2 Penalty for late payment equal to 15% of the total amount of the order is applicable when the amount due is paid after the date indicated on the invoice. The penalty is due only after notice is given.
In case of late payment, the seller can postpone the purchaser’s orders in progress and block its account, without prejudice of any other course of action. The amounts due for any other deliveries or any other reason shall become immediately payable if the seller does not resort to the termination of the corresponding orders.
In any case, if the recovery of the amounts leads to the intervention of our externalized claims department (insurance company, bailiff, solicitor…) the amount due shall be increased by 10 % plus V.A.T. to cover the cost of the claim management (with a minimum of 100 €). The 10 % indemnity is a penalty clause.
Once the deadline for payment is exceeded, a payment of a lump sum for recovery fee of 40 € will be required.
8.3 The seller can, at any time, either before the performance of the contact or during its performance, request that the purchaser furnish a satisfactory guarantee of recovery of the amounts due, without having to justify his decision. Failing such guarantee, the seller can terminate the order, without prejudice of any damages due by the purchaser, as the case may be.
ARTICLE 9 – Retention of title
The products sold shall remain the property of the seller until full payment of the price in principal, costs, interest and accessories by the purchaser. However, the risks pass on delivery. Checks or bills of exchange are not considered as methods of payment in the sense of this article until they are effectively cashed. The purchaser personally undertakes not to dispose of the bought products by any means whatsoever, either directly or through a lien, until full payment of the price is made. In any case, the products in storage on the purchaser’s premises shall be deemed being those unpaid. In case of re-sale of the products by the purchaser either as such or after transformation, the purchaser undertakes to transfer to the seller the price paid by the sub-purchaser up to the outstanding amount of the price of the products. Failing payment, the seller can, without losing any of his other rights, request by registered post with acknowledgment of receipt the return of the products at the purchaser’s costs and risk. The purchaser shall also bear the legal and court fees, as the case may be.
ARTICLE 10 – Intellectual property
The purchaser shall not use the trade marks, logos, patents or any other intellectual property rights belonging to the seller without the seller’s express prior written authorization.
ARTICLE 11 – Applicable law and jurisdiction
All our sales are deemed made at the seller’s head office which constitutes the place of order and payment. These terms and conditions and the relations between the seller and the purchaser are governed by the French law. In case of dispute, the parties shall try to come to an amicable solution within a month following the start of the dispute. Failing such resolution, any dispute relating to these terms and conditions shall be brought before the Paris Trade Court (Tribunal de Commerce), even in case of guarantee or of multiple defenders. The language of procedure shall be French.
ARTICLE 12 – Secret
Each Party undertakes to observe utmost discretion in all information from the other Party of whatever nature: commercial, technical or financial, and so are concerned as much third parties as members of its staff who are not required to use them or to have any knowledge of. The provisions of this article do not apply to information that is commonly used to communicate to customers or to those already known to the public.
AXCE could, as part of its activities, refer to the existence of contractual relations with the Customer.
Article 13 – Warranty
a) Materials and equipment sold by AXCE are guaranteed one month, however, consumables are not included the warranty.
b) Each equipment is guaranteed compliant to the specifications notified in the description given to the Customer at the time of the order, for a period of one year. During this warranty period AXCE agrees to eliminate or mitigate, at its expense, within a reasonable time, any reproducible defect specified in writing by the Client.
c) The warranty is valid only if:
- the use of the materials complies with the guidelines and is made by technicians who have completed the proper training;
- the Customer uses the supplies or related materials provided by AXCE or having received its approval, which could only be refused for technical reasons.
- the Customer or a non-qualified person by AXCE opened or attempted to open the equipment sold.
ARTICLE 14 – Translation
The French version of these terms and conditions shall prevail over any translation.