General conditions of sale and services
ELCOWA s.a, 27 Rue de Ruelisheim, 68200 MULHOUSE – France
Article 1: GENERAL PRINCIPLES
They apply in their entirety to all sales and services provided by ELCOWA. They take precedence over any general terms and conditions of purchase or any other documents issued by the customer, regardless of their terms; any order addressed to ELCOWA implies the unreserved acceptance of ELCOWA’s prices and these general terms and conditions.
Article 2: CHARACTERISTICS OF PRODUCTS AND SERVICES
The technical characteristics of the products are described in detail in ELCOWA’s technical documents. The customer is solely responsible for the suitability of the products for his needs. In the case of “custom-made” services and products, the customer shall be responsible for defining its requirements and/or the technical characteristics of the desired product or service. If specifications are drawn up, they must be agreed between ELCOWA and the customer and shall form an integral part of the contract between the parties. The products are intended to be used within the framework of the customer’s professional activity. Any changes to the statutory provisions for products or services after the order has become final shall be subject to an amendment, in particular regarding the effects on the delivery time and price.
Article 3: QUOTATIONS – ORDERS
Any request for a product or service will give rise to a quotation. This quotation is only an invitation to order the products and/or services described therein. It does not commit ELCOWA. Orders only become final after written confirmation by ELCOWA in the form of an order acknowledgement summarising the content of the order received in advance from the customer. Agents and employees of ELCOWA are not entitled to receive invoices which are to be sent to the ELCOWA head office for the attention of the accounting department. Unless ELCOWA has given its express consent, no orders which have become final may be changed or withdrawn. The benefit of an order is personal to the Customer and may not be transferred without ELCOWA’s consent. ELCOWA reserves the right to make such changes to the products as it deems appropriate at any time.
Article 4: PRICE
The customer will place an order with reference to the prices indicated in the quotation. However, ELCOWA reserves the right to modify its prices at any time before acceptance of the order. The customer will be notified of this change and must accept it in writing within a maximum period of 15 days. Unless otherwise stated in the quotation, prices are exclusive of tax. Unless otherwise stated on the quotation, the price of the products shall be exclusive of packaging and postage.
Article 5: DELIVERY – EXECUTION
- Delivery or performance deadlines: Unless otherwise agreed between the parties, the delivery or performance deadlines communicated by ELCOWA are only indicative and their non-observance shall not under any circumstances give rise to a cancellation of the order or to the payment of damages. If a down payment is provided for in the quotation, the execution of the order is subject to the payment of this down payment.
- Place of delivery: Unless otherwise agreed between the parties, ELCOWA shall take care of the transport of the goods to the place specified by the customer. In such a case, the amount of the packaging and delivery costs will be specified in the quotation.
Article 6: TRANSFER OF PERILS
Irrespective of the agreed terms of delivery, the products travel at the customer’s own risk.
Article 7: CONFORMITY – RECEPTION
- Product Verification: The number and condition of the products must imperatively be checked upon receipt of the products.
- Product Conformity: Any dispute relating to the conformity of the products must be mentioned on the delivery note and be confirmed by registered letter with acknowledgement of receipt within 48 hours of receipt of the products. If these conditions are not met, the products will be deemed to be in conformity and ELCOWA’s responsibility cannot be called into question.
- Returns: No return of products will be accepted unless ELCOWA has given its express prior written consent. Returns shall be made carriage paid by the customer unless ELCOWA has given its prior written consent. In case of return, the products must be in perfect condition, must be returned in packaging provided by you or in the original packaging and must not have been dismantled. They must be returned within 8 days of receipt of ELCOWA’s written consent. ELCOWA reserves the right to charge the customer for the costs of repair of the returned goods. The products will be replaced by similar products. Similar products, i.e. substitutes for those ordered, are those of the same quality and satisfying the same functions of use. In the absence of replacement, the return of the products will lead to their reimbursement by the establishment of a credit note.
Article 8: GUARANTEE
ELCOWA is bound by the legal guarantee in case of defects or hidden defects of the products sold, in accordance with articles 1641 to 1649 of the French Civil Code.
Article 9: PAYMENT
- Payment terms: Payment terms will be specified on the quotation. For sales of products, a deposit is normally required.
- Payment discount: No discount will be granted for early payment.
- Means of payment: Invoices shall be paid by any means of payment commonly accepted by commercial practice.
- Place of payment: Invoices are payable at ELCOWA’s head office, except for factoring.
- Timing of Payment: Payment is deemed to have been made when the funds are placed at the disposal of ELCOWA or its factor.
- Late payment: If an invoice which has fallen due is not paid, even partially, ELCOWA reserves the right to claim, without prior notice of default and without prejudice to any compensation for damages, late payment penalties which shall run from the due date of payment. Their amount will be calculated by applying to the sums due an interest rate equal to 1.5 times the legal interest rate in force. In addition, any delay in payment shall automatically lead to the suspension of the execution of orders in progress. In the event of total or partial non-payment of an order on the due date, the sums owed on account of this order or other orders already delivered or executed or in the process of being delivered or executed shall be immediately payable. The Customer shall also pay a fixed contribution of 15% of the sums due with a minimum of 250.00 euros per unpaid invoice to cover the administrative costs incurred in dealing with the unpaid invoice.
Article 10: RETENTION OF TITLE
The products are sold under reservation of ownership until full payment is received. Payment means the settlement of the price of the products, the costs related to the sale and the interests. In the event of non-payment, the Customer shall, at his or her own expense and risk, return the unpaid products, after a request that is deemed to be formal notice by registered letter with acknowledgement of receipt; the products in stock at the Customer’s premises are presumed to be those that are unpaid. In this case, the Sale will be automatically cancelled on the day of the request for return. In addition, the Customer shall be liable to pay compensation for devaluation set at 1% of the price of the products, per month of holding, until complete restitution of the said products. The repossession of the products by ELCOWA is not exclusive of other legal proceedings that ELCOWA may exercise. The Customer may under no circumstances pledge, pledge or grant security on the unpaid products.
Article 11: CONFIDENTIAL
Confidential documents communicated by ELCOWA may not be disclosed to third parties for any reason whatsoever. They remain the property of ELCOWA and must be returned on request. Customer undertakes to keep any information provided by ELCOWA secret.
Article 12: APPLICABLE LAW – DISPUTE RESOLUTION
The present general conditions of sale are subject to French law. In the event of a dispute, only the Tribunal de grande instance – commercial chamber of Mulhouse shall be competent, even in the case of summary proceedings and notwithstanding plurality of instances or parties, or an appeal in warranty.