General terms of sale and delivery by HARTING France, mentioned below as "the Supplier"
Formulaire Ed 03 (08/02/2019)
I. Terms of service
The terms of sale and delivery apply to all agreements signed between the Customer and the Supplier and to the obligations that are entailed. They also apply to all future orders, even if they have not been expressly agreed upon again. All the terms and conditions by the customer are explicitly stated as unenforceable by the Supplier, unless expressly accepted by the latter. When the parties agree on specific conditions which override the existing ones, these conditions must be the subject to a written procedure. In default, general terms of service apply.
Technical and commercial documents provided to the customer are confidential and will not be communicated to other persons without prior authorisation by the Supplier.. Besides, studies, drawings, sketches and documents given to the Customer remain the property of the Supplier and will have to be returned at the first request.
III Formation of the contract
Orders are subject to a receipt of acknowledgment by the Supplier. In no case is the supplier bound by an order until he has acknowledged receipt. In the event of transmission of orders and of acknowledgement receipts by EDI, the latest version of the terms of sales given to the customer will apply.
IV Scope of delivery obligations
The Supplier is assigned to provide partial supply at any time as long as acceptable for the customer. When small quantities are ordered, the supplier has a right to increase furniture price to the smallest packaging unit. Besides, regarding products specifically made for the customer, the latter will have to accept delivery variation of 10% more/less. Delivery time acknowledged by the Supplier are for information only and cannot be a guarantee of commitment, unless previously expressly agreed by binding contracts. In any case, the delivery term can only begin once all the technical matters are solved and when there is a written agreement regarding the details of the orders. The customer must fulfil his/her obligations in due time and particularly, provide punctually the related documentation, supplies and necessary authorisation, as well as secure the agreed payments.
According to the insolvency risk of the customer, the Supplier reserves the possibility to set a ceiling for amounts outstanding.
The Supplier cannot be held responsible in any way in case of delay in delivery. No amount can be claimed for penalties for delay, damage or other reason. In no case can delay in delivery be considered as a cause of breach of contract from the customer without the Supplier's agreement.
The loading and the delivery are made according to the chosen incoterm. For metropolitan France, prices are established for goods which are delivered at the buyer's when the Supplier arranges transport and packaging in the usual conditions. If the delivery is "DDP", the delivery is considered as complete once the items have been delivered to the Customer or to the persons entrusted by the latter.
For other destinations, the incoterm is "Factory departure" ("ex works"). The loading and the delivery are made without insurance and at the customer's risk. The Supplier will endeavour to take into consideration the customer's wishes and interests regarding the dispatching method and the delivery itinerary, as long as any related extra cost are borne by the Customer.
The notification stating that the goods are ready for dispatch is equivalent to the efficient dispatching of the goods.
Upon the Customer's request, the packaging and dispatching of the goods will be made by the Supplier with the greatest care, yet without creating any matching contractual obligation for the Supplier. In this case, the customer must bear the entailed cost.
Upon the Customer's request and at his/her own expense, the Supplier will insure the goods against loss, breakage in transport and fire.
When the dispatching or the delivery has been delayed because of the customer or at his/her request, the Supplier will have the goods stored at the client's risk and expense. In this case, the storing fees will be monthly and 1% of the value of the delayed delivery, from the day when the client is informed that the goods are ready for dispatch.
4. When the customer fails to his/her commitments or cooperation obligations within acceptance of delivery, the supplier has a right to demand compensation for all loss and all extra fee that have been caused in consequence.
5. Ordered items, including customer-specific products, will be accepted by the customer, even in cases where there are minor differences unless they affect the functionality of the product.
Rates are subjected to change without notice, according to economic, monetary, fiscal and customs current circumstances, as well as technical improvement made by the Supplier. Prices are net and exclusive of tax. They only apply to ordered that are confirmed by the Supplier within the terms of the incoterm in use, and exclude specific packaging. Orders are accepted and invoiced at the tariff in use on the date of acceptance of the order.
However, in the case when the agreed delivery time is longer than two months from the date of the conclusion of the contract, the Supplier has a right to adjust the tariff if costs have increased after the conclusion of the contract, particularly following changes in the cost price of the materials.
Invoices are payable without deduction unless otherwise agreed in a written agreement.
VII. Terms of payment
1. Cash upon receipt of merchandise, for all customers who do not have an open account in our books.
For registered customers, payment terms are established in the context of the commercial negotiation and in accordance with the law. For advance payments, a discount is allowed. Except for specific arrangement -stated on the front side of the invoice-, the discount is calculated pro rata temporis, on the basis of the monthly average money market rate (T4M) as last known upon receipt of payment. Terms of payment are challenged in case of financial difficulties by the customer and any payment must then be paid cash.
3. In the event of a deterioration of the financial or economic situation of the customer, assessed according to the criteria of the Supplier, the latter reserves the right to revise the conditions granted without the customer being able to avail himself/herself of the conditions previously practiced.
In the event of non-payment, the Supplier has a right to suspend any delivery until payment of the amounts due. By express agreement and unless deferment of settlement is requested in good time and granted by the Supplier, failure of invoice payment within the fixed deadline will entail:
a) the immediate demand of all the amounts due, whatever the planned method of payment (by draft, either accepted or not).
b) involvement of legal department
c) In the event of delay in payment , in conformity with article L 441-6 of the commercial code, a compensation calculated on three times the legal interest rate in force, as well as lump sum compensation for recovery costs of 40 euros will be requested.
VIII. Risk transfer
For metropolitan France, goods are transported at the Supplier's risk. The transfer of risks occurs on arrival, at the destination agreed with the Customer. The risks connected to unloading operations are the responsibility of the Customer. Exportations are subjected to the chosen incoterms.
All claims for damage or loss (total or partial) of dispatched goods must be stated by AR mail to the transporter and the seller within forty eight hours following the delivery. In default, the Customer could be liable to the Supplier.
IX. Retention of title
Delivered goods remain the property of the Supplier until full payment of the invoice price. However, the risk transfer for loss and damage will apply as soon as the goods are delivered to the Customer. In the event of non-payment of an individual invoice, the Supplier shall be fully entitled to the possibility of claiming restitution of the supplies, without further proceedings. The Customer commits to let a representative of the Supplier access his/her premises and in the event of a contradictory inventory, take back any good that is subjected to retention of title. In the event of a collective procedure, articles L624-9 (and following) of the commercial code will apply.
The retention of title reflects on the prices if the goods have been resold. The Customer shall provide any relevant information to the Supplier regarding this matter in order to facilitate the Supplier's claim.
X. Force majeure
In the event of force majeure such as fire, war, strike or any other damaging, unpredictable and unavoidable event which are beyond the Supplier's liability, the delivery term will be extended in consequence. This provision shall also apply in the event of delivery of material and components which are necessary towards the delivery, except if the delay is caused by the Supplier, as well as in the event of serious material and tooling accident. When the preceding circumstances alter the economic significance of the contract or the content of current obligations in an important way, or have a significant impact on the supplier's activity, or if it becomes clear that the contract cannot be fulfilled for factual reasons, the contract must be adjusted in consequence. When it cannot be justified economically, the supplier has a right to terminate the contract fully or partially. In this case, the Supplier shall immediately inform the customer of his intention to cancel the contract, even in the case when he/she has initially agreed on a prolongation of deliver term with the customer. All claims for damage following such cancelling are excluded.
1. Claims must be submitted to the Supplier within 30 days from the date of delivery in the event of an apparent defect, and within one year of delivery for an apparent defect as soon as the defect is noticed. Claims made past the time limit will be lapsed. The Supplier may decide to examine the goods in a contradictory manner.
2. The guarantee only works if it has been described as such and recognised as such.
It is limited, at the option of the Supplier, to the repair or replacement of the items found defective by the Supplier at the place of performance, to the exclusion of all other charges and costs or damages and interest of any kind, including costs of disassembly and reassembly as well of any direct or indirect damage.
3. The supplier is entitled to recover the costs incurred as a result of an erroneous customer complaint, or where the cause of the fault is the customer's responsibility. These include normal wear and tear or when damage occurs after the transfer of risk as a consequence of incorrect or negligent handling, or after excessive operational requirements, or in the event of inappropriate equipment, or as a consequence of external special influences that were not supported in the agreement, or where the Customer has made changes or repairs in an improper manner.
4. There shall be no claims for defects where the difference from the agreed status is negligible, or where the consequences for use are insignificant.
5. When the Customer has informed the supplier of a defect, he is entitled to delay the payments in an adequate proportion to the defect that has been notified.
XII. Claims for damages
Claims for damages may only be made in the event of gross negligence from the Supplier or his/her legal representatives and the persons whom the Supplier appeals to in order to fulfil his/her obligations. Evidence must be provided by the Customer.
2. In this case, claims for damages are subject to a limitation period of one year.
3. Where the Supplier's liability for the Customer's claims for damages has been excluded or limited, the exclusion or limitation shall also apply to the personal liability of the employees, co-workers, representatives and persons to whom the supplier is appealing to fulfil his/her obligations.
4. In any event, the Supplier shall only be liable for the repair of direct and foreseeable damage, excluding any economic or commercial disadvantage.
XIII. Samples and documents for customers
1. Samples are supplied for a fee, unless otherwise agreed, and are to be used as approximate samples only.
2. When the Customer provides drawings, documents and other information, it is the responsibility of the Customer that the contractual use of these drawings, documents and information does not infringe the intellectual property rights of a third party.
XIV. Condition, end-use statement
1. The conclusion of contracts and their implementation by the parties are subject to the condition that they do not contravene any national or international law, including export control provisions.
2. Upon request, the Customer is required to provide end-use declarations for the classified goods and products in accordance with the provisions applicable to the control of export.
XV. Competent jurisdiction
In the event of a dispute, the BOBIGNY Commercial Court will have sole jurisdiction, even in the event of a warranty claim or multiple holders.
XVI. Electrical and electronic equipment waste (EEE)
The organisation and financing of the disposal and treatment of professional EEE waste subject to the sales contract are transferred to the Customer who accepts them. The Customer ensures the collection of the EEE sale as well as its processing and its valuation, in accordance with the decree 2005-829 of July 20, 2005. The aforementioned obligations must be transmitted until the end user of EEA. In the same way, the responsibility for the disposal of packaging is transferred to the Customer.
XVII. Personal data
Personal information collected by HARTING France (surname, first name, address, telephone number, email address, bank details, etc.) is stored in a client file and mainly used for the proper management of customer relations and order processing. The personal information collected is kept for a period that can not exceed the legal duration. Access to personal data is strictly limited to employees and agents of HARTING France, authorized to treat them because of their duties. The information collected may possibly be communicated to third parties linked to HARTING France by contract for the performance of subcontracted tasks necessary for the management of the order, without any authorisation from the client. It is specified that, in the context of the performance of their services, third parties have only limited access to the data and have a contractual obligation to use them in accordance with the provisions of the applicable legislation on the protection of data. personal data. . Apart from the cases set out below, HARTING France undertakes not to sell, rent, assign or give access to third parties to the data without prior consent of the customer, unless obliged to do so by reason of a legitimate reason (legal obligation, fight against fraud or abuse, exercise of the rights of the defence, etc.). In accordance with the applicable legal and regulatory provisions, in particular the law n ° 78-17 of January 6, 1978 modified relating to data processing, the files and freedoms and the European regulation n ° 2016/679 / U.E. of April 27, 2016 (applicable as of May 25, 2018), the customer has the right to access, rectify, port and delete data or limit processing. He/She may also, for legitimate reasons, oppose the processing of the data about himself/herself. The client may, subject to the production of valid proof of identity, exercise his/her rights by contacting HARTING France, for the attention of the DPO, at 181 Avenue des Nations, 95934 Roissy CDG. In the event that the customer does not wish to receive promotional messages and invitations via emails, phone calls and post/ or not anymore, the latter may indicate his choice by contacting HARTING France under the terms afore-mentioned. This right also applies to persons whose data (including their identity and contact details) have been transmitted, with their authorisation, to HARTING France by third parties, for purposes of commercial prospecting. For any additional information or complaint, the customer can contact the National Commission of computing and Freedoms (more information on WWW.cnil.fr)
XVIII. Transferability of the contract
The Customer may transfer his/her contractual rights to third parties only with the prior consent of the Supplier.