1 – APPLICATION AND ENFORCEABILITY OF THE GTC
Unless otherwise stipulated in a specific written contract, all our sales are subject to these General Terms and Conditions of Sale (GTC) and the specific conditions mentioned in our sales offer, signed without reservation or condition by the buyer, or, in the absence of such signature, in our order confirmation. In case of contradiction between one or more specific conditions of our sales offer or our order confirmation and one or more clauses of the GTC, the former shall prevail. By placing an order with our company, the buyer:
– Acknowledges acceptance without reservation of these GTC,
– Recognizes that these GTC, along with the specific conditions stipulated in our sales offer signed without reservation or condition by the buyer or our order confirmation, constitute the binding contract between the parties to the exclusion of any other provisions contained in any other document unless such other provisions have been expressly and in writing accepted by us,
– Acknowledges that all contrary general and/or specific conditions contained in their own documents (orders, etc.) do not form part of the contract, do not bind us, and cannot be opposed to us.
The fact that we do not invoke at a given time any of these GTC does not constitute a waiver to invoke any of said conditions later.
2 – FORMATION OF THE CONTRACT
The contract will only be formed and our company will only be bound after the return of our sales offer signed without reservation or condition by the buyer, or in the absence of such signature, after sending by our company an order confirmation. Any confirmed order is considered final and cannot be canceled unless there is discretionary written agreement from us. Any modification to an order can only be accepted and considered if it reaches us before the implementation of our manufacturing process for products not held in stock, or before our loading procedure.
3 – ORDER CANCELLATION
Any cancellation of a confirmed order is subject to our acceptance and must be addressed to us in writing (mail, fax, or email). Any cancellation involving special manufacturing that is canceled after the start date of manufacturing will be exclusively at the buyer’s expense. Returns of ordered and unused products will not be authorized unless permitted by us in accordance with Article 13 below.
4 – PRICING & BILLING
Prices are quoted in euros and the contract price with the buyer is that specified in our sales offer signed without reservation or condition by the buyer, or in our order confirmation. Additionally, a fixed CO2 contribution applies to all goods sold. It will be distinctly listed on invoices, quotes, or any other documents. Its amount will be subject to VAT and excluded from the rebate base. Unless otherwise stipulated in our sales offer signed without reservation or condition by the buyer or in our order confirmation, our prices are exclusive of all taxes (e.g., fiscal) and are given according to the buyer’s request:
– Either EXW (ex-works factory or CSA Relay depot) ICC Incoterm 2020
– Or DAP (delivered at place) ICC Incoterm 2020
We reserve the right to charge back to the buyer transport costs for “express” delivery. Prices indicated upon acceptance of the order may be subject to adjustment as a matter of right and proportionate to new regulatory constraints generating additional production costs between acceptance of the order and delivery of goods. Goods are deemed received and approved upon leaving our Saint-Astier factories. Billing will occur on this date except for goods specifically produced according to buyer specifications and made available at relay depots. In this particular case, billing will occur upon each withdrawal of goods by the client, evidenced by a delivery note issued and sent to us by the relay depot. However, it is agreed between parties that if the client has not withdrawn all goods deposited at their request within 30 days from delivery at depot, the balance of unwithdrawn goods will automatically be invoiced. Effective payment for said goods will result in transfer of ownership to the client who must insure them against risks and damages they may suffer or cause.
5 – HARDSHIP
Parties are obliged to perform their contractual obligations even if circumstances render performance more onerous than could reasonably have been foreseen at contract conclusion. Without prejudice to this provision above, when a contracting party establishes that:
– Performance of its contractual obligations has become excessively onerous due to an event beyond its control which could not reasonably have been foreseen at contract conclusion; and
– This party could not reasonably avoid or overcome this event or its effects;
Parties agree within a reasonable time after invoking this provision to negotiate new contractual terms reasonably considering event consequences. Failing agreement on new terms within a reasonable time (not exceeding … weeks), party validly invoking this clause may declare termination as a matter of right.
6 – GOODS WITHDRAWAL
Companies and individuals are authorized to collect goods from our SAINT-ASTIER site. Orders must be placed with Saint-Astier’s commercial service before 4:00 PM on day J for withdrawal on day J+1 from 6:00 AM. Our site includes three loading docks.
7 – PAYMENT TERMS AND DEADLINES
Unless otherwise stipulated in our sales offer signed without reservation or condition by buyer or in our order confirmation, sold goods are payable 45 days from invoice issuance date at address indicated on invoice. Any deterioration in buyer’s creditworthiness resulting notably from non-coverage by credit insurers may justify requiring security or cash payment or sight draft before executing received orders. Any payment delay relative to contractual dates will incur after prior formal notice a late penalty calculated applying six times legal interest rate in force in France on outstanding amounts. A fixed indemnity for recovery costs amounting to 40 euros will be due as a matter of right without prior notification for late payment. Seller reserves right to request additional compensation if recovery costs actually incurred exceed this amount upon presentation of supporting documents. Non-payment for goods by due date will render all current invoices immediately payable. Any payment delay may lead upon simple notification from us resolution of sale subject matter unpaid invoice but also resolution/suspension all other current orders if applicable. No discount granted for early payment.
8 – DELIVERY TIMES
Our delivery times are indicative only without commitment unless otherwise specified on our sales offer/confirmation order; they mean goods delivered at buyer’s premises via 28-ton semi-trailer truck (unloaded). Buyer must ensure delivery site accessible such truck type; they commence only upon return signed sales offer without reservation/condition buyer/our confirmation order unless buyer hasn’t provided necessary information/documents fulfilling order; then commence upon provision these elements/information buyer.
9 – DELIVERY DELAYS
Execution times indicated by CSA are indicative only cannot constitute grounds cancellation order; no indemnity right can be claimed client potential delivery delay before expiry formal notice registered letter acknowledgment receipt remaining unsuccessful minimum period 15 days; indemnity potential delivery delay cannot exceed 2.50% excluding VAT total order amount.
10 – FORCE MAJEURE
In accordance with Article 1218 Civil Code provisions CSA liability cannot be retained breach obligations due event beyond control which couldn’t reasonably have been foreseen contract conclusion whose effects cannot be avoided appropriate measures preventing execution said obligations; notably considered force majeure cases without exhaustive enumeration: natural disaster weather fire civil unrest invasion war (declared/undeclared) riot blockade transport/supply means blockage energy sources/telecommunication means sabotage strike epidemic… Party victim force majeure shall inform co-contractor promptly; under such circumstances delivery times extended one month period; beyond this period either party may cancel delayed order without possibility claiming damages other party however manufactured goods time cancellation shall delivered buyer who cannot refuse receipt/payment thereof.
11 – RISK TRANSFER / TRANSPORT RISKS
Unless otherwise stipulated in sales offer signed without reservation/condition buyer/order confirmation:
– Our goods deliverable according Incoterm DAP (ICC Incoterm 2020),
– Risk transfer occurs upon arrival goods delivery location before unloading.
Damage/missing report: upon delivery if buyer notes damage/missing items Commercial Code provisions apply; buyer undertakes cumulatively:
– Note reservations Transport Document (waybill) /our delivery note (factory departure case),
– Confirm reservations writing within three working days seller/carrier following receipt goods.
Failure comply procedure renders any claim inadmissible.
In case ex-factory sale (EXW factory/relay depot), CSA may assist loading; under no circumstances can CSA held responsible loading operations securing strapping client having qualities principal shipper consignee.
12 – MANUFACTURING QUALITY AND QUANTITY
Any variation notably shade/granulometry within usage code/professional standards tolerances cannot give rise any claim/action principal/warranty against us.
13 – LIABILITY
In case hidden defect/non-conformity delivered goods/damage (material immaterial direct indirect consequential/non-consequential) caused thereby liability limited choice either refund price these goods stipulated contract/replacement thereof; hidden defect/non-conformity claims must notified writing five working days following delivery buyer/loading products buyer/service provider specifying non-conformity reasons along with product manufacturing references noted inkjet side bag; no return accepted without prior written acceptance.
Warranty applies only use products applications conforming intended purpose storage/implementation conditions conforming technical rules (Standards DTU technical opinions shelf life compliance) recommendations.
14 – CONFIDENTIALITY – INTELLECTUAL PROPERTY
Patents models designs studies prototypes formulations carried out remain property prohibited reproduce/communicate third parties; under all circumstances guarantees consequences legal actions brought third parties execution product orders covered industrial/intellectual property rights not belonging purchaser.
All technical/commercial documents provided clients remain exclusive entire property exploitable only within framework service object concluded contract seller/buyer.
Buyers products cannot resell state under other names than those registered trademarks.
15 – PERSONAL DATA PROTECTION
Each party undertakes process personal data collected occasion Contract execution accordance Regulation (EU) 2016/679 European Parliament April 27th 2016 Law No78-17 January 6th 1978 amended Ordinance No2018-1125 December 12th 2018.
CSA informs purchaser data collected concerning them/their employees exclusively ensuring order execution legal basis processing contract.
Data retained duration contractual relationship increased applicable statutory limitation periods transmitted exclusively persons needing know namely CSA employees potential subcontractors accountants advisors judicial authorities where applicable data stored CSA servers not transferred outside European Union.
Reminded everyone benefits conditions provided law right inquiry access rectification erasure data portability processing limitation opposition processing legitimate reasons.
Persons whose data collected also benefit right define directives regarding fate data post-mortem exercise rights obtain more information rights contacting CSA email contact@saint-astier.com
Anyone dispute may file complaint CNIL whose contact details appear address: https://www.cnil.fr.
Purchaser undertakes communicate clause collaborators/employees inform rights personal data concerning them.
16 – TERMINATION
Without prejudice cases/methods termination referred other GTC clauses we may anytime terminate contract binding purchaser case failure fulfill any obligations such termination effective fifteen days after sending company formal notice purchaser remaining ineffective made registered letter acknowledgment receipt.
Besides termination we may seek judicial compensation all damages resulting purchaser defaults.
17 – RETENTION OF TITLE
We reserve ownership sold goods until effective payment full price principal costs accessories; does not constitute payment sense clause issuance title creating obligation pay (draft/other).
In case seizure/third-party intervention goods purchaser must immediately notify us failure pay any installment may result claim goods.
These provisions do not prevent risk transfer purchaser upon delivery transporter loss deterioration sold goods risks damage they might cause.
18 – JURISDICTION CLAUSE
Any dispute between purchaser ourselves falls exclusive jurisdiction Commercial Court Périgueux (Dordogne France) even call guarantee multiple defendants notwithstanding contrary clause appearing any purchaser documents.
19 – APPLICABLE LAW
In case dispute applicable law internal French law excluding United Nations Convention April 11th 1980 (Vienna Convention) international sale goods.
20 – TRANSLATION
In case possible translation present general terms conditions sale French version prevails over others versions.
21 – NULLITY
Nullity one above provisions does not entail nullity entire GTC.
22 – ANCILLARY SERVICES RATE
Waiting hour: €60 excluding VAT beyond one hour waiting time (1 H.00) after truck presentation time every hour started due.