CTVM SARL will hereinafter be referred to as the "Supplier"
and the client purchasing goods from CTVM SARL under a sales contract will hereinafter be referred to as the "Purchaser".
1. APPLICATION AND OPPOSABILITY OF GENERAL TERMS OF SALE
By agreeing with such contract, Purchaser acknowledges that the present terms and conditions for the sale of goods have been submitted to it and that it has read and accepted them. When Purchaser and Supplier have agreed upon a sales contract, these terms and conditions shall apply by right and form the rules that will govern the agreement, even if otherwise stated in Purchaser's own terms and conditions, whenever it is informed.
Should the Supplier not prevail itself at a certain time from one of clauses herein does not entail that it will waive to prevail itself from any other of these in the future.
2. PRICE OFFERS - ORDERS
Price offers - quotations :
Each quotation issued by Supplier in writing will be valid only within 30 days from date of issue. However it can be withdrawn at any time.
Orders :
All orders, even those taken by Supplier's agents, will become effective only upon its issuing and sending an acknowledgement of order in writing.
Amendments to orders :
Any amendments to the order upon Purchaser's request may entail late delivery.
Cancellation of orders :
Purchaser shall not be entitled to impose cancellation of a firm order on Supplier for whatever reason. In any case Supplier shall be entitled to accept or refuse a request for cancellation, which Purchaser shall submit in writing.
If Supplier is informed of the request for cancellation prior to starting the manufacturing of the goods, it shall be entitled to charge Purchaser for all or part of the expenses related to development work, tooling and the purchase of raw materials already borne by Supplier for the production of goods under the contract.
If Purchaser's request for cancellation cannot be taken into account by Supplier, Purchaser shall be obliged to accept delivery of the total quantity of goods ordered and settle the invoice for the amount agreed in the sales contract.
Finally, Purchaser shall not be entitled to refuse the goods manufactured between the date of receipt of the order and the date of end of production following a request for cancellation. Supplier has the exclusive right to decide whether it is possible for it to stop production or not.
On this assumption, the goods already manufactured or being manufactured shall be invoiced to Purchaser, including all expenses related to raw materials, labour costs and tooling included or not in the final price, as well as all expenses and contributions already paid out by Supplier for manufacturing such goods.
3. DELIVERY
Delivery terms:
Delivery terms are stated for information only and are fixed with no obligation from Supplier's part. Although Supplier shall endeavour to respect the fixed delivery terms, it will be entitled to change them without previous notice.
Failure to effect delivery on due date shall not entitle Purchaser to any compensation, or entail termination of the order or postponement of the maturity date of the related invoice. However if no delivery has been made within 6 months from due date for any reason other than an Act of God, the order can be cancelled by either Purchaser or Supplier. Purchaser will get its partial payment refunded without addition of any indemnities or damages.
The due date stated in Supplier's acknowledgement of order means "ex works". Should partial payment be requested with order, the delivery terms shall become effective from receipt of payment.
Supplier shall be entitled to make partial shipments.
Quantities delivered:
Owing to the fact that our products are manufactured to order, the quantities delivered may vary by a few units (+/-), or by 10% (+/-) for large quantities, from the quantities ordered. Purchaser shall therefore accept the delivery as satisfactory.
Tolerances :
Purchaser shall inform Supplier of acceptable tolerances when requesting a quotation and when ordering. These will be defined in each particular case in accordance with the manufacturing processes and capacities.
4. PRICING - INVOICING
Pricing :
Supplier shall send a quotation in writing to Purchaser for its approval before drawing up the sales contract. Prices are made ex-works, excluding packing.
The settled price may be modified by Supplier while manufacturing is in progress in the event of :
- Purchaser requesting the terms and conditions to be altered ;
- Purchaser failing to supply the relevant information requested for the completion of the contract.
Invoicing :
Every total or partial delivery, including those related to scheduled orders, will generate an invoice to be paid on due date, even in the event of partial shipment.
No fixed prices will be made for any products including "precious" materials. These products will be invoiced according to the quoted rate of such materials, of which Supplier will inform Purchaser upon first request.
5. PAYMENTS OVERDUE - FAILURE TO PAY
Payment terms :
Payment terms are 30 (thirty) days from date of invoice.
Any advance payment will bring about a discount based upon the bank rate in force at the time of payment.
At any time, and according to the risks incurred, Supplier is entitled to suspend payment terms and request cash payment, or payment by sight draft, of sums overdue, before any outstanding order is filled.
Payments overdue - Failure to pay :
If payment is not made on due date and without prejudice to any right of Supplier to claim that the debt is due and payable, all outstanding amounts will by right carry interest at one and half times the legal rate of interest in force on due date.
Without prejudice to its rights to take legal action, Supplier may by right suspend or terminate all outstanding orders if Purchaser fails to make payment on due date for goods already delivered.
In case a sum has not been paid on due date, Supplier may also at its sole discretion reconsider the terms of any outstanding order.
If any sum due shall remain unpaid 48 (forty-eight) hours after formal notice shall have been given in writing, the sale will be deemed to be cancelled by right, and all deposits already made will be deemed to remain the Supplier's property, without prejudice to any other damages.
In all above mentioned cases, Purchaser shall be requested immediate payment of all outstanding sums by whichever agreed methods of payment, including by draft, accepted or not. Should Supplier choose not to cancel corresponding orders, all deposits already paid will be deemed to remain the Supplier's property, without prejudice to any other damages.
Purchaser will have to cover all charges arising from the contentious collection of outstanding amounts, including possible legal costs.
6. TOOLS AND FIXTURES
Dedicated tools and fixtures specifically manufactured by Supplier to carry out Purchaser's orders shall remain Supplier's property notwithstanding any partial or total requests for payment made to Purchaser corrresponding to their implementation.
Purchaser shall cover the cost of refurbishment or replacement of such worn tools and fixtures.
Dedicated tools and fixtures shall be kept in the same condition as after the last production run for which they have been manufactured for a period of two years.
Upon expiry of this two-year storage period, they will be deemed to be no longer usable and unsuitable for production unless Purchaser requests prior to expiry that they be maintained in good condition with a view to a further order and for a limited period of time.
Supplier shall be entitled to charge Purchaser again for all or part of the cost of implementing the tools and fixtures, and to use or dispose of them at its convenience without liability whatsoever to Purchaser.
7. MATERIALS
Specifications of material (s) are given for information only.
No claim will be admissible on the basis that the material(s) supplied does (do) not meet these specifications. Purchaser will be fully responsible for checking that the material(s) delivered suit(s) its requirements and for carrying out all the tests necessary to ascertain that the goods delivered are in perfect working condition.
Materials supplied by Purchaser :
Whenever Purchaser supplies Supplier with the material for manufacturing specific goods, Supplier will not be liable for any damage occurring during manufacturing or storage on its premises. Consequently Purchaser shall not be entitled to claim for compensation or replacement.
If the existence of a defect is revealed in the material provided and this defect forces Supplier to terminate the contract, Purchaser shall be charged for the amount of work completed or in progress at the time of termination.
Purchaser commits itself to supply all relevant information related to the composition of the material provided and in particular to inform Supplier of any Health and Safety precautions related to handling, storage, machining, etc. to be taken if the material is toxic or hazardous.
8. PACKAGES
Packages shall be for the account of Purchaser.
Costs of dedicated tooling to be used for manufacturing non-standard packages will also be charged to Purchaser.
9. CARRIAGE
All sales are made at Purchaser's risk, even if the goods are delivered "Carriage Paid", whatever the place of delivery and the method of transportation.
All expenses related to customs clearance, insurance, handling or all other expenses whatever related to the cost of carriage shall be for the account of Purchaser.
The method of transportation requested shall be mentioned in the order form. Otherwise, Supplier shall be entitled to select the most appropriate method of transportation without any liability whatsoever as to Purchaser.
10. IMPOSSIBILITY TO PERFORM THE CONTRACT
Supplier shall not be held responsible for any delay or failure in performance caused by Acts of God.
Likewise, in compliance with the formal conditions of the agreement, Purchaser shall exempt Supplier from its obligation if the latter cannot honour them by reason of strike, riots, fire, shortage of raw materials, energy or any kind of goods, equipment breakdown, scarce or interrupted carriage, or any cause that will result in such delay.
Supplier will inform Purchaser of occurrence of above mentioned events at the appropriate time.
11. CLAIMS
Should the packaging or the goods be damaged during shipment, Purchaser shall make reservations in writing on the carrier's delivery note and shall confirm its claim to Supplier by registered letter with RRR (Return Receipt Requested) within 48 (forty-eight) hours from receipt of the goods. Beyond this deadline, the claim will not be admissible.
In case of shortages or damage in transit, Purchaser is liable to have those recorded on receipt of the goods in the allotted time and according to the procedures defined in the contract of carriage.
Purchaser shall notify within 30 (thirty) days from date of shipment of the goods any claim relating to the quality of the goods supplied. Beyond this deadline, the claim will not be admissible.
It is the Purchaser's responsibility to substantiate the claim.
Return of the goods will be subject to Supplier's prior agreement. Any part supplied by Supplier alleged by Purchaser not to have been manufactured in accordance with the contract description shall be returned to Supplier carriage paid including packing costs.
If the claim is substantiated, Supplier commits itself to replace the parts or the goods not manufactured in accordance with the contract description at its own expense including packing and carriage costs.
No such claim shall entitle Purchaser to postpone payment of the related parts or goods.
Supplier shall rightfully refuse return of any part showing evidence of mishandling during carriage or abnormal use not defined or provided for prior to the supply.
No cross-examination carried out by Purchaser will be deemed valid in the absence of Supplier or a representative thereof.
Purchaser shall give Supplier any opportunity to establish the facts and to remedy to such defects or anomalies. Purchaser will refrain from intervening itself or commissioning a third party in this regard.
Supplier does not warrant that the goods supplied will be fit for the specific purpose or purposes for which Purchaser wants to use them even if Purchaser has previously informed Supplier of such purpose(s).
In any case Purchaser shall be responsible for checking its specific requirements and purpose of use.
Supplier's liability will be limited to the repair or replacement of the goods supplied deemed by Supplier's accredited services not to be in accordance with the contract description, excluding any cost of assembly, sorting and any other expenses borne by Purchaser not listed herein and Purchaser shall not be entitled to claim any indemnity for whatever reason including damage to goods and injury to persons.
If Purchaser supplies a drawing to Supplier aiming at having a part manufactured under the agreement, Supplier shall not be liable for patent infringement or registered designs.
12. TRANSFER OF TITLE
Notwithstanding transfer of title to carrier, it is agreed that Supplier will be deemed to have full ownership of the goods delivered until these are fully paid by Purchaser, including any incidental interest and/or charges.
Until the goods are fully paid, it will be Purchaser's responsibility to individualize the goods delivered. Failing that, if the goods delivered cannot be identified, the goods stored shall be deemed to be those latest invoiced and shall be taken back at Purchaser's own expense and risk. Purchaser commits itself to returning such goods corresponding to the total amount of unpaid invoices.
Purchaser hereby authorizes irrevocably Supplier to enter its premises in order to recover any goods or materials pertaining to the latter.
Purchaser shall take full responsibility if it fails to mention above mentioned clause when reselling the goods as they stand or fitted in sets intended for third parties. Moreover, it shall refrain from reselling or pledging as security of any kind such unpaid goods. It shall inform Supplier in case a seizure or any other action should be taken by a third party on such goods. It shall leave to Supplier easy access to the premises where these are stored.
Purchaser shall insure the goods against damage arising from fire, floods, or any other risks and shall give evidence thereof to Supplier. Failing that, Supplier shall insure the goods at the expense of Purchaser.
13. SETTLEMENT OF DISPUTES
All disputes arising in connection with present terms and conditions shall be finally settled by the Commercial Court having jurisdiction in the area where Supplier's head office is registered. This will apply even if there are several defendants or in the event of mandatory intervention or of a claim for contribution from a third party.
