DEFINITION : Except where otherwise expressly waived in writing and approved by TECOFI, these terms and conditions constitute a legal base for the agreement between TECOFI and the entity, referred to hereinafter as «Customer», for the supply of products and/or services covered under this agreement. These terms and conditions replace any other terms and conditions, specifically purchase terms and conditions issued by Customer, which may make no reference or claim thereunder.
These terms and conditions apply to the relations between TECOFI and Customer in compliance with French and European Union Laws and Regulations and, with respect to exports, in compliance with the validly applicable rules prescribed by the World Trade Organization.
ADVISEMENT- VALIDITY : These General Sales and Warranty Terms and Conditions are explicitly made known to Customer prior to entering into the agreement and acquire force of law between TECOFI and purchaser by means of Customer’s signature to the sales agreement (or «order form», as applicable). The agreement is solely deemed complete after formal explicit acceptance in writing by TECOFI in the form of an order acknow – ledgment. The order acknowledgment will be systematically sent to Customer specifying corresponding amounts and may be issued in the form of a pro-forma invoice.
LIMITS : The agreement will be strictly limited to the supplies and services exclusively and expressly specified by the parties on the basis of information supplied by Customer. TECOFI reserves the right to provide the supplies itself or to subcontract all of part of the studies, supplied and services covered under this agreement, and to substitute them with equivalent supplies and services, provided that such substitution results in no increase in price or alteration of quality for Customer.
MODIFICATION : Any modification to the agreement requested by Customer must be expressly approved by TECOFI and an amendment to the agreement must be made.
RETURNS – CANCELLATIONS : TECOFI is not required to take back new equipment returned to TECOFI. No order may be cancelled without express prior approval in writing by TECOFI. In the event of cancellation of an order accepted by TECOFI, Customer will compensate TECOFI for any costs incurred in such cancellation in an amount that may not exceed 30% of the pre-tax amount of the cancelled order.
OWNERSHIP OF STUDIES, DRAFTS & DOCUMENTS : Drafts, photos, weights, prices and, more generally, any information appearing in TECOFI catalogues, brochures and price lists are provided for information purposes and are not contractually binding. TECOFI reserves the right to make any changes without notice. No claims regarding such changes may be made by Customer against TECOFI at any time.
All components protected by intellectual property and know-how rights included in documents conveyed, products supplied and services provided remain the property of TECOFI, except where otherwise expressly and explicitly agreed in writing and included in the sales agreement; any transfer of such rights, even on a free-of-charge basis, must be covered in an agreement under the conditions stipulated hereinabove.
Any reproduction of such components made or enabled by Customer requires prior approval in writing by TECOFI. Any study undertaken by TECOFI at the request of Customer not followed-up by an order will be subject to payment by Customer of the costs incurred by such study, which will remain the property of TECOFI and as such, must be returned to TECOFI by Customer.
PRICES : The prices set down by TECOFI at the time of acceptance of orders, except where expressly and explicitly agreed to otherwise, are quoted exclusive of tax and exclusive of costs of technical files, certificates, packaging, shipping and insurance.
TECOFI reserves the right to adjust its prices in the event of a variation in the costs of raw materials, modification in exchanges rates involved, evolution of legislation applicable to the transaction or any other legitimate and warranted cause.
PAYMENT TERMS : Complying with law N°2008-776 of 04/08/2008 about the modernization of the economy, the maximum term of payment is 45 days at the end of the month or 60 days. In the case of a deadline not being met, pursuant to article L441-5 and L441-6 of the French Commercial Code (Code du Commerce), a flat-rate compensation of 40 euros is to be applied as a recovery charge.
Payment are to be made without discount, except where expressly and explicitly agreed to otherwise by TECOFI. Payment is deemed made at the date at which funds are effectively made available to TECOFI by Customer.
PENALTY FOR DELAY : Any delay in payment, compared to the time of settlement, will result in a charge of interest at the rate of 3 times the rate of interest. Contractually agreed payment dates may not be unilaterally modified by Customer, even in the event of dispute with TECOFI. Any delay in payment will be subject to the application of late penalty fees at the rate applicable by the European Central Bank at the time of late payment plus seven points. Any delay in payment of an instalment or deterioration of Customer’s financial situation officially ascertained by a banking or financial institution will be deemed an event of default and all amounts remaining dues will become immediately payable without prejudice for TECOFI’s right to apply the title retention clause stipulated hereinbelow. Further, in the event of delay in payment by Customer, TECOFI has the right to hold back products remaining to be supplied until fill payment by Client of all amounts that have become payable.
Customer shall refrain from making any automatic illicit debits or credits, offsets not explicit set down by contract and, more generally, from invoicing supplier for any amount that has not expressly acknowledged by supplier as falling under its liability.
DELIVERY TERMS : The time required to make supplies available set down in the agreement is for information purposes only, except where stipulated otherwise in the sales agreement. Said contractual delivery time means the date at which supplies are made available prior to acceptance at TECOFI’s warehouses. Said time commences as from the receipt by TECOFI of documents and information issued by Customer required to properly fill the order and of the remittance of payments on account for the order. A delivery delay may not result in the termination, even partially, of the agreement or the application of late penalty fees. Any delivery delay imputed to the Customer can mean stocking and handling fees and risks exclusively to the expenses of the Customer.
TITLE RETENTION : Pursuant to French Act 80-335 of 12 May 1980 and the Act of 25 January 1995, and of Section L.621;22, §2, of the French Business Code, TECOFI retains full ownership over the goods provided for under this agreement until full payment has been made by Customer of the contracted price, both the principal and ancillary charges. A single delay by Customer in making payment of any instalments whatsoever may result in the recovery by TECOFI of its property. In the event of claim by TECOFI to recover its property, Customer is required, at its expense, to return the property claimed by TECOFI. Title retention applies to any property or product converted by Customer under normal use of such property.
TECHNICAL ACCEPTANCE, INSPECTIONS, TESTING, CERTIFICATES : All of these operations are requested by Customer and carried out at Customer’s expense. They are conducted at the plant or at any other location chosen by TECOFI. In the event that Customer has been duly notified of the date and location of said operations and does not appear, an official report is drawn up by TECOFI recording Customer’s absence and sent to Customer by TECOFI. Acceptance or the operation involved will thereafter be deemed as having been implemented.
The duration of the verification procedures and acceptance of goods is applied in accordance with good commercial practice and, in any event, does not exceed 30 days, including the date of receipt of goods or the implementation of service delivery, unless it is explicitly stipulated otherwise in the contract and provided that this does not constitute a clause or abusive practice of article L442-6 of the French Commercial Code.
PACKAGING, DELIVERY, SHIPPING : Unless specifically requested by Customer and provided for under the agreement, the need for packaging and the make-up thereof remain at the entire discretion of TECOFI. Packaging costs are always assumed by Customer and packaging will not be taken back by TECOFI.
Contractual delivery terms are governed under the Incoterms in force at the time at which the agreement is entered into. In the event that no delivery terms are specifically provided for under the agreement, delivery is deemed as «ex works».
Once supplies are made available, Customer assumes fill liability for any damage that the supplies may sustain or cause. Delivery, when made, is made under the sole liability of Customer.
INSTALLATION, SET-UP : These operations are carried out by Customer, under Customer’s sole liability, and shall be implemented in compliance with standard practices.
WARRANTY : Except where stipulated otherwise and without prejudice to the obligation of legal warranty or warranty for hidden defects provided for under Section 1641 of the French Civil Code, TECOFI provides a twelve-month warranty from the date at which supplies are made available at its facility as described above. Said warranty solely covers the repair of materials recognised as defective. For application of the warranty, Customer must inform TECOFI in writing of the defects claimed with respect to the supplies and provide proof thereof.
The warranty does not apply:
– to items which, by the nature of their materials or function, undergo natural wear and tear;
– to occurrences of deterioration or accident resulting from a modification or operation on the original product or from non-compliance by Customer with installation, utilisation or maintenance instructions or from lack of supervision, storage or cleaning or from negligence of the part of Customer or from installation or use that is non-compliant with standard practices or from use for purposes other than which the product is intended and in the event of non-payment of insufficient payment by Customer.
LIABILITY : TECOFI expressly declines any liability on its part with respect to material damage and/or intangible losses, whether direct or indirect, and any remedy for any financial consequences, specifically in connection with operating losses or loss of profits, loss of a right, interruption of a service rendered by a person or thing, provided that this exclusion is compatible with legal provisions currently in force of a compulsory or nonexemptible nature.
TECOFI’s civil liability on overall claims, except for direct bodily injury resulting from gross neglect on its part, is limited to the amounts collected under the sales agreement.
FORCE MAJEURE : No one may be held liable for any consequence whatsoever of an act of God as defined under Section 1148 of the Civil Code and pursuant to Judicial interpretation given by French Courts. The party that intends to claim the occurrence of an act of God will notify the other party of such in writing of any event that to its knowledge may affect performance of the agreement.
TERMINATION CLAUSE : Termination of the agreement for any cause whatsoever has not effect on outstanding amounts payable. The agreement may be terminated by TECOFI in the event that payment is not made within eight days of the date at which TECOFI has sent a formal order to pay.
The agreement may be terminated in the event that performance of the agreement has been made impossible by the occurrence of an act of God, as defined above, in which event the agreement may be terminated without a ruling by the Court.
COURT JURISDICTION : Solely French law is applicable to disputes arising in connection with a sales agreement covered under the general sales and warranty terms and conditions. Any dispute in connection with supplies or the payment thereof, irrespective of contractual sales terms and/or payments, even in the event of third-party proceedings or multiple respondents, will be referred to the Commercial Court having jurisdiction over the registered office of TECOFI, to the exclusion of any other Court jurisdiction except by right of law.
The reproduction, distribution and utilization of this document as well as the communication of its contents to others without express authorization is prohibited. Offenders will be held liable for the payment of damages. All rights reserved in the event of the grant of a patent, utility model or design. The photographies and technical art works are not contractual. The specifications of the presented products are open to modifications without previous advice.
TECOFI is a registered trademark / Viton®, Neoprene®, Butyl® and Hypalon® are registered trademarks by DuPont de Nemours.