GENERAL CONDITIONS OF SALE
Unless explicitly agreed otherwise in writing, all orders submitted to us are subject
to formal acceptance and also subject without exception to the following
conditions of sale which take precedence over any conditions of purchase.
Any individual agreement or exemption from our general conditions must form part
of special written provisions. Unless explicitly modified or negated by these
special provisions, all general conditions defined below retain their full validity.
Regardless of the form in which they are presented (catalogues, rates, estimates,
reports, offers, etc., ...), our offers do not imply any commitment on our part
regarding price, quantity or delivery times, unless explicitly stated otherwise.
Orders must be submitted to us in writing.
They are considered to be firm once received.
We shall only be bound by orders placed once we have confirmed them in writing,
this confirmation taking the form of the acknowledgement of receipt, which shall
comprise our acceptance of the quantities, prices and delivery times.
We are bound by the delivery times stated by us. These times start on the day
when the agreement between the parties is complete and final. We shall not be
liable for failure to respect these times in cases of force majeure, such as war,
disaster, epidemic, full or partial strike in our establishments or those of our
suppliers, authority decisions, etc. Likewise, we shall be released from any
responsibility regarding delivery times should the purchaser fail to respect the
payment conditions, or in the event that the purchaser fails to provide us in a
timely fashion with the documents, information, individual parts or raw materials
necessary to satisfactory completion of the order.
The delivery time will be extended by the time necessary to carry out any checks
of our company by external organizations that the purchaser may request.
In general, should the purchaser fail to carry out their obligations, we reserve the
right to suspend all deliveries.
We don’t accept any penalty for delay
Our shipping logistics are governed by the INCOTERMS regulations, version CCI
In cases of damaged or missing items, however, the purchaser shall only be
entitled to have recourse against us once all issues specified in the legal
conditions have been raised with the carriers.
RECEIPT OF MERCHANDISE – COMPLAINTS
The client must take receipt of the goods at the time of delivery. If the goods do
not conform to the order, in either quantity or quality, or should there be any defect
apparent in the goods, complaints will be valid only if they are made at the time of
receipt and confirmed within forty-eight hours by registered letter with
acknowledgement of receipt.
If the goods do not conform to the order or any defects are acknowledged, our
responsibility to purchasers acting in the course of their business is limited to
delivering goods conforming to the order by replacing or altering the delivered
goods, and does not include any damages, handling costs, shipping costs or costs
for invoking liability.
Unless explicitly specified otherwise, our prices should be assumed to be the ex
works prices, before taxes and including packaging.
Similarly, unless explicitly specified otherwise, the prices specified in our order
confirmations are firm up until the anticipated date of delivery.
Unless specified otherwise in the order confirmation, payment for our
products is to be made by bank transfer within thirty days of the date the goods
are received or the service is carried out. If there is any payment delay, taking into
account the obligations specified in article L.441-6, 12° of the [French] Code of
Commerce, the purchaser will automatically be liable for a penalty calculated by
applying three times the legal interest rate to the sums due, in addition to a fixed
recovery fee of forty euros.
In accordance with article 1226 of the [French] Civil Code,
should the purchaser cancel the contract, we reserve the right to invoice for costs
corresponding to the progress of the order, which may include storage and
maintenance costs, plus 50% of the latter total, excluding taxes.
RETENTION OF TITLE
We remain proprietors of the goods sold until the price has been paid in full,
including all related costs and expenses.
However, and waiving the principles governing the transfer of risks in the contract
of sale, the risks and custody of the goods are transferred to the purchaser at the
moment they leave our factories, warehouses or shops. The purchaser therefore
undertakes to insure the goods from the moment that this risk transfer takes
place. The goods shall be insured against all risks of theft, loss or damage of any
kind, for a value at least equal to their price including all related costs and
Failure to meet any one of the payment deadlines may result in reclamation of the
goods sold. The standard products sold by our company will be considered to be
fungible goods under article 121 paragraph 3 of the law of 25th January 1985.
Regardless of the products sold, the purchaser's regulations will take precedence
on invoices relating to used or resold goods.
In the event that, contrary to this clause, the purchaser should sell goods subject
to retention of title to a third party, such a sale will imply the purchaser granting
irrevocable partial assignment of the price resulting from the sale to our benefit.
Our products are guaranteed for two years as from the date of delivery. This
guarantee is for one year in case of spare part. We are liable for the good
condition of our products at the time of their departure from the factory or
warehouse. Where we carry out assembly ourselves, we guarantee the
purchaser against all assembly defects in the products, whether operational or
material, provided that the defect is notified to us in writing within 30 days of its
Where the working plans are provided to us, our liability is limited to
implementation in accordance with these plans, or possibly in accordance with a
plan modified by us and accepted by the client.
We in no way undertake to be liable for the use which the purchaser makes of
the product delivered by us.
We undertake either to reimburse the agreed price to the purchaser or, at our
own discretion, to replace the defective product, subject to expert assessment by
Should our service comprise one or more operations to be carried out on parts
belonging to the client, and should these operations be deemed defective after
expert appraisal by us, we undertake to reimburse the cost of these operations to
the client, or to redo them at no charge on new parts supplied by the client.
Our guarantee is strictly limited to replacement or reimbursement of the defective
operations or parts. In no way can any liability whatsoever be entailed on our part
for losses such as downtime of the purchaser's installations, accidents to
persons, damage to property other than the object of the contract, loss of profit,
etc. Our guarantee does not apply to: damage resulting from normal wear and
tear of the equipment; damage or accidents resulting from inadequate
maintenance, storage, or supervision, or resulting from installation and
disassembly not in accordance with best professional practices. The guarantee is
void if the equipment is modified or repaired without our consent.
Special case for the "DEFONTAINE ® ROLLIX" slewing ring:
The product is guaranteed to function correctly during normal usage
corresponding to that of the standard products, in accordance with its usage
conditions and its technical specifications as derived from the catalogue IT ETR
920 or subsequent versions, as supplied to the client.
In all cases, the duration of the correct running is limited to the estimated service
life of the product, as indicated on our spreadsheets or any other document
originating with our services. This theoretical value is derived from a statistical
calculation and can in no way be considered to be a commitment to the outcome.
Our liability cannot be questioned for any reason should the product be used in a
manner which does not correspond to the indications previously provided by the
client, or does not correspond to the usage conditions provided for the product,
or should our recommendations regarding installation, maintenance and
servicing not be respected.
Our products cannot be operated independently.
However, in the event that they are incorporated into a machine or installation
subject to the legislation and regulations relating to machine safety (law no.
91.1414 of 31st December 1991, EEC Directive No. 89/3921), then the
aforementioned machines or installations may not be put into service until they
have been declared to be in compliance with the applicable legislation, as
indicated in the declaration given to the client in accordance with article
R233.83.I.II of the [French] Labor Code.
In particular, the guarantee's applicability is subject to compliance with the
the dimensions of supporting structures and their flatness tolerances,
correct positioning of the stopper in relation to the torque axis,
the choice and number of fasteners: they must have a minimum strength class of
10.9, and there must be as least as many as in our proposal; the tightness of the
the use of hardened washers, explicitly excluding split washers, serrated
washers or elastic washers,
the recommended type of grease and the greasing schedule,
replacement of the external protection after six months in storage,
a rotating regrease of the ring after a year in storage.
The guarantee that the slewing ring product will function correctly shall not apply:
if the product is modified, disassembled or repaired without prior agreement from
"DEFONTAINE ® ROLLIX",
to parts subject to wear, such as the joints.
In the event of a "SLEWING RING" product malfunction being linked to
negligence or fault of the client, and in particular linked to a failure to respect the
recommendations of "DEFONTAINE ® ROLLIX", the client will be liable for any
expenses incurred for appraisal of the defective part or dispatch of technicians to
the location where the product is in operation.
The competent court for any disputes or complaints will be the Commercial Court
of NANTES. Neither novation nor exemption from this clause conferring
jurisdiction can be effected by the purchaser's general conditions of purchase,
the various methods of delivery or payment, the contract signature and delivery
locations, or in general any exemption from these general conditions of sale, not
even in the event of a warranty claim or multiple defendants.
Unless specified otherwise in writing, disputes or complaints arising in connection
with the execution of a sale concluded with a client whose place of business is
outside the national territory of France shall be settled by sole reference to these
general conditions of sale and any specific provisions agreed between our
company and the foreign client.
Specifically, the VIENNA agreement of 11th April 1980 relating to international
sales shall not apply.
Instead, in the event of insufficiency of these general conditions of sale and any
special provisions, French law shall apply.