General Sales Terms and Conditions F.K.W SAS
Every purchase order placed with F.K.W. SAS “SPIROFLUX’ shall be governed by these General Sales Terms and Conditions, whatever might be specified in the buyer’s clauses, unless expressly otherwise agreed in writing.
We refuse to accept any responsibility for any oral agreements, for instance by phone, if they are not confirmed by us by written notice. Any negotiation carried out by our sales representatives is only valid, once we have accepted and confirmed it by written notice. The sales contract is only achieved if the buyer’s order is subject to our explicit acceptance.
Our prices are exclusive of all taxes and can be revised without any previous notice. The prices are either fixed and firm, either subject to a revised price formula attached to the offer which includes, in accordance with the conventions, the factors concerning materials, products, different services and wages. Their corresponding indices are published in BOCCRF (‘Bulletin Officiel de la Concurrence de la Consommation et de la Répression des Fraudes’).
The sales are directed by the Incoterms (I.C.C. INCOTERMS) published by ’Chambre de Commerce Internationale’ (= International Chamber of Commerce), current edition. The material is shipped in accordance with the terms indicated in the order confirmation emitted by the seller for every material order. Without any particular notice, the prices are ‘EX WORKS GARDANNE, FRANCE’ including the basic packaging.
Unless otherwise stipulated, the material is transported at the consignee’s risks. In any case it’s up to the consignee to make a complaint at the transport company in due form and within the legal deadline concerning the state and the number of received parcels, and to send a copy of this declaration to the seller at the same time. If this procedure is not respected it exonerates the seller from liability. In any case the seller’s responsibility can’t exceed the amount of compensation allowed by his insurance companies.
If the terms concerning the shipment are modified by the customer after the acceptance of the order the seller has the right to invoice the complementary fees resulting from this change.
Unless contracting condition or legal obligation, the packaging is not taken back.
FKW SAS should in no way be held responsible for a delivery delay which is due to the transport company; only the date of the delivery note prevails. We accept no responsibility for direct or indirect, material or immaterial damages a delivery delay may cause, including the productivity loss due to the interruption of the production line.
Should the delivery of the equipment be postponed for a reason that is not due to the seller, the storage of the material in his premises will be insured exclusively at the customer’s risks by the means of invoicing the storage fees at a rate of 1% of the total order amount, at the beginning of each week, without franchise, starting on the date of readiness as scheduled in the contract. After a time limit of 30 days as from this date, the seller will, if he wants either have the material at his disposal and / or will agree with the customer on a new delivery date for this material, or invoice it entirely for payment according to the delivery time and amount scheduled in the contract. In any case the received down-payments will not be returnable from the seller as a compensation for the prejudice or other actions that the buyer may intend. All the invoices will be emitted and sent at the end of the project.
Payment concerning the European Economic Area
Our invoices have to be paid at 60 days by bank transfer. In any case the payment term mustn’t exceed 60 days.
For any special equipment 30% down-payment upon receipt of the order, the outstanding amount at 45 days at the end of the month.
Payment outside the European Economic Area
Our invoices have to be paid 100% upon receipt of the order or by an irrevocable and confirmed letter of credit emitted by a first-rate French bank with conditions which can change according to the destination.
- RESEARCH AND PROJECT
Research, plans, sketches and documents of all kind that we give or send to our customers belong to us. They can’t be given to a third party, applied or copied without our written authorization. They have to be given back to us upon our simple request.
If the equipment that we deliver has been manufactured or installed by the buyer for his own needs, our responsibility is not committed as for the fulfilment of the order if:
- All the information and indications concerning the installations and use of our material have not been given by the buyer for his own needs.
- The preliminary draft we had submitted to the buyer had not been returned to us, signed or approved by him.
Our prices are established for the material EX WORKS, the assembly at the customer’s is not included.
If complete installations are realized by us, including the assembly, the corresponding offer and order confirmation mention: equipment assembled by us. The buyer is always responsible for the carriage.
The assembly is never included.
The buyer will be in charge of and responsible for all the necessary civil engineering for the installation of the material.
- TRANSFER OF RISK / PROPERTY RESERVE
All our sales are concluded with property reserve even in case of re-invoicing a third party.
The transfer of the property of the sold material onto the customer intervenes after having collected the whole amount. In case of action for recovery of property concerning the delivered material, the seller will keep the payment in advance as compensation.
The remittance of a payment order is not established as a payment in full discharge (bill of exchange or similar).
According to the law 80335 of 12th May, 1980, it is expressly agreed that we shall keep the property of the delivered goods until the full payment of the price, extra costs and taxes.
In case of financing adjustment or clearance sale, this title retention clause is opposable in regards to third parties (law of January 25th 1985)
All technical, commercial, financial or other information, received orally or written or by another means of communication for negotiations or fulfilment of any order by either party shall be kept in strict confidence by either of them.
This confidence must be kept during the whole fulfilment of the order and 5 years after its completion or cancellation, whatever might be the reason.
- INDUSTRIAL OR INTELLECTUAL PROPERTY
The results, patentable or not, data, research, information or software supplied by the seller for the fulfilment of the order shall remain the seller’s exclusive property. Apart from instructions for use, maintenance and service manuals, research and documents of all kind which are given to the customer remain the seller’s exclusive property, and have to be given back to him upon simple request, even if a contribution to research costs had been invoiced, and they can’t be given to third parties or used without prior written approval by the seller.
The seller hereby warrants the equipment to be free from defects in materials and workmanship for a period of 24 months (apart from electrical equipment which is guaranteed for twelve months starting on the date of readiness or legal requirement, except if a subsequent different legal requirement will be applied to the below defined conditions).
The warranty shall apply only in as much as the equipment has been stored, used and maintained in compliance with the Seller’s instructions for use.
It shall not be applicable to defects arising from or connected with, in particular:
- wear-out failure,
- interventions on or modifications of the material without prior written approval by the seller,
- handling errors,
- defective installation at the customer’s and/or the final user’s,
- if the customer has not clearly defined the material’s destination or its conditions of use,
- if the original spare parts have not been used,
- in case of “Force Majeure’ or any event beyond the reasonable control of the seller postponing or disturbing the Production resulting fully or partially from terrorist attacks, strikes, riots, accidents, fire, floods, natural disasters, delays affecting carriers.
The warranty is strictly limited to the repair or replacement of parts or materials which have been declared defective by the seller’s technical department.
Defective parts can only be returned if the seller has given his prior written approval. The carriage cost (and insurance) for defective parts which have to be returned to the address given by the seller, shall be at the buyer’s charge.
Please note that the existing French version of these ‘General Sales Terms and Conditions’ F.K.W SAS is prevalent.