General terms and conditions
ARTICLE 1 – PURPOSE OF THE DOCUMENT
The present General Conditions of Sale (GCS) define the rights and obligations of the company TRANSITIC SYSTEMS SAS (hereafter called the Seller) and of its customer (hereafter called the Buyer) within the framework of the contracts for the sale of products (goods) and/or the provision of services by the Seller, subject to any special conditions, amendments or modifications to these amendments made to these GCS by express agreement of the parties in the context of specific orders. Any express order
made by the Buyer implies his unreserved acceptance of these GCS, which cancels any clause to the contrary Terms and Conditions of purchase, contracts, documents or other correspondence from the Buyer. No modification must be made to these GCS without the express prior agreement of the Seller.
ARTICLE 2 – APPLICATION
The present GCS are brought to the knowledge of each Buyer to enable him to place order. The Buyer who places order adheres entirely and without reserve to the General Conditions of Sale of the company TRANSITIC SYSTEMS SAS. The Buyer gives up his possible General Conditions of Purchase.
ARTICLE 3 – OFFER
All offers must be made in writing. It remains valid for a period of 30 days from the date on which it is drawn up. It loses its validity if the Buyer comes to modify it or if the technical conditions of installation or the volume of the buildings undergo a modification. The company TRANSITIC SYSTEMS SAS is not obliged to check the premises intended to receive the installations which are the subject of the offer: it can establish its offer on the sole declarations of the Buyer. The initial quotation constituting the offer is drawn up free of charge: any additional offer or any modification to the initial offer will be invoiced if they do not generate an order. The quotation and its appendices remain the property of the Seller, who is the author. It may not be communicated to third parties and will be returned if it does not result in an order. Brochures and commercial documents presenting the products and services of TRANSITIC SYSTEMS SAS do not have the value of an offer and do not commit the Seller.
ARTICLE 4 – ORDERS
The order definitively specifies the form and content of the delivery and all related services. Any modification made by the Buyer to the initial order is considered to be an additional order. Orders are only definitive once they have been confirmed in writing. Any modification resulting from technical construction reasons not attributable to the Seller or from legal requirements arising during the execution of the order will be considered as an additional order at the Buyer’s expense. The Seller is only bound by orders placed by its representatives or employees subject to written and signed confirmation. The benefit of the order is personal to the Buyer and cannot be transferred without the agreement of the Seller.
ARTICLE 5 – ORDER CANCELLATION
Any cancellation of the order by the Buyer must be accepted by the Seller, who may prefer compulsory execution. If the Seller accepts the cancellation, the Buyer will be liable for a penalty clause equal to 20% of the amount of the order.
ARTICLE 6 –DELIVERIES - TERMS AND CONDITIONS
Delivery is made either by direct handover of the product to the Buyer, or by simple notice of availability, or by delivery to a shipper or carrier on the Seller’s premises or warehouses. The Seller undertakes to supply the Buyer with the products and services which are the subject of the sales contract, under conditions which depend on the destination of the products:
– Either the products are made available to the Buyer at the Seller’s premises after notification;
– Or the products sold by the Buyer are delivered by the Seller to the address indicated by the Buyer in the order. Delivery costs are borne by the Buyer (unless exceptional conditions are negotiated in the sales contract).
The specific clauses of the sales contract may provide for the installation and maintenance of the equipment sold.
ARTICLE 7 – DELIVERIES - LEAD TIMES
The delivery times mentioned on the order form are given for information only and are not binding on the Seller, unless expressly waived in the special Conditions of Sale. In the latter case, and provided that the Buyer has given the Seller formal notice which has remained unsuccessful for more than one month, a penalty not exceeding 5% of the value of the order may be claimed as flat-rate compensation for the loss suffered by the Buyer.
Force majeure exempts the Seller from any penalty. No penalty may be applied:
– If the Buyer does not respect the preparations;
– In the event of a change to the order;
– In the event of a problem attributable to the Buyer on site;
– If the order is modified, TRANSITIC SYSTEMS SAS may set new supply and assembly deadlines.
ARTICLE 8 – ACCEPTANCE
At the time of delivery and in the presence of the carrier, the Buyer must check that no product has been lost or damaged during transport. The Buyer must make the necessary reservations directly to the carrier on the delivery slip. Complaints about apparent defects or non-conformity of the product delivered must be made in writing within 3 working days of receipt of the goods. After this period, the goods will be considered acceptable and compliant. It is up to the Buyer to provide any justification as to the reality of the defects or anomalies noted. The Buyer must allow the Seller every opportunity to ascertain these defects and to remedy them. He shall refrain from intervening himself or having a third party intervene for this purpose.
ARTICLE 9 – ANCILLARY SERVICES
The Buyer is responsible for all ancillary services required by the installation (building permit, operating permit, etc.). He undertakes to place at the disposal of TRANSITIC SYSTEMS SAS all the means necessary for the installation of the control (heating, lighting, electrical outlet with connection, etc.). The Buyer will also place at the disposal of TRANSITIC SYSTEMS SAS appropriate premises for the storage of the material and tools (dry and locked premises) as well as working premises for the personnel. The Buyer undertakes to cover all damage caused by theft, fire or water during the work.
ARTICLE 10 – GUARANTEES
The Seller’s commercial guarantee takes effect on delivery of the product. The products sold are guaranteed against any malfunction resulting from a material defect, a manufacturing defect or a design defect. To the exclusion of any other guarantee, the products are guaranteed for a period of 6 months from the date of delivery, in accordance with the guarantee certificate enclosed with the products.
The guarantee is excluded if :
ARTICLE 11 – LIABILITY
The Seller declines all responsibility in the event of deterioration or damage to the products due to any cause whatsoever (e.g. fire, flood, humidity, etc.), as well as in the event of total or partial loss, once the products have been made available to the Buyer in any place whatsoever. Under no circumstances shall the Seller be liable for indirect material or physical damage, consequential damage, loss of profit, loss or any other damage which may result from the supply of the products, whatever the basis of the liability regime concerned. In the event of a claim recognized as justified by the Seller, its liability is limited to the replacement of the product deemed defective, without any indemnity and/or penalty being claimed.
ARTICLE 12 – PRICES
The prices indicated are fixed unit prices and are invoiced at the rate in force on the day of the order. Prices are quoted in euros (C), exclusive of tax (HT), exclusive of delivery charges (i.e. exclusive of registration duties, import and export customs duties, taxes, levies or charges levied by any governmental authority on the products and their transport, as well as any resulting increase in the price of the products or transport) and exclusive of the cost of carrying out any special instructions requested by the Buyer. Export prices are fixed according to the terms negotiated in the sales contract.
ARTICLE 13 – TERMS OF PAYMENT
Payment for the order must be made by the Buyer in accordance with the payment terms stated on the sales invoice (10 days from the invoice date). Failing this, payment must be made before the product or service is made available. We accept cheques (for sales in France only) and bank transfers (charges to be borne by the Buyer). The Seller reserves the right to require payment prior to delivery, or to demand any guarantees of payment it deems necessary. If it is unable to obtain such guarantees, for whatever reason, the Seller reserves the right not to honor orders and/or to cancel orders in progress.
ARTICLE 14 – LATE PAYMENT
In the event of late payment, non-payment or partial payment by the Buyer (within the set time limit or within thirty (30) days of receipt of the invoice), the Seller is entitled to:
– Suspend all current orders and demand payment of invoices not yet due.
– Rescind the sales contract if the Buyer has not paid the sums due fifteen (15) days after the opening of the late payment procedure (which gives the Buyer the right to claim damages);
Any sum not paid on the due date will give rise, ipso jure and without prior formal notice, to the payment of late payment interest at the rate of EURIBOR + 2.5% per month.
ARTICLE 15 – CANCELLATION OF THE SALE
In the event of non-payment, the contract may be terminated by operation of law at the Seller’s discretion. The Seller may freely dispose of the goods. In this case, the Buyer will be liable for a penalty equal to 20% of the value of the order.
ARTICLE 16 – RETENTION OF TITLE CLAUSE
The Seller reserves ownership of the product delivered until full payment has been received from the Buyer. In the event of non-payment within the period stipulated in the present conditions, the Seller reserves the right to take back the products delivered. The Buyer may resell the products in the normal course of business. However, he loses this right in the event of suspension of payments or non-payment of the price of the goods on the due date. In both cases, the Buyer undertakes to inform the Seller, on simple request, of the names and addresses of its purchasers, as well as the amount of the price still owed by them.
ARTICLE 17 – INDUSTRIAL PROPERTY
It is forbidden to resell or transform the delivered product without a prior contract between the Buyer and the Seller.
ARTICLE 18 – FORCE MAJEURE
The Seller will be released from his obligations in the event of an event (external, unforeseeable and irresistible) beyond his control which prevents or delays the delivery of the products, contractually assimilated to Force Majeure. This will apply in particular, but without limitation, in the event of events such as: strike, epidemic, embargo, riot, war, natural disaster, bad weather, fire, accident, interruption or delay in transport, impossibility of being supplied, or any other event beyond the control of the Seller (including events leading to partial or total unemployment at the Seller, or at its own suppliers).
ARTICLE 19 – JURISDICTION CLAUSE
Only the courts of the registered office of TRANSITIC SYSTEMS SAS will be competent in the event of litigation of any nature or dispute relating to the formation or execution of the order.
ARTICLE 20 – APPLICABLE LAW
The relationship between the Seller and the Buyer is governed by French law. In the event of translation of these GCS into a foreign language, only the French text shall prevail. The Tribunal de Commerce de Lille (France) shall have sole jurisdiction over any disputes arising from sales made by the Seller and from the application or interpretation of these GCS.
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France
Transitic Systems SAS
96 boulevard du Petit Quinquin CRT 1 – 59812 LESQUIN
Standard : +33 (0)3 20 87 66 96
Germany
Transitic Systems GmbH
Elpke 107/Halle 50 – 33605 Bielefeld