1 – Application of general conditions of sale – enforceability
The present general sales conditions (GSC) constitute the basis of the commercial negotiation and will be sent or handed over automatically to any buyer of EUROSIGN LIFTPLAQ products in order to allow him to place an order.
The GSC prevail over the sales conditions, except formal and written agreement of EUROSIGN LIFTPLAQ. Any contrary condition put forward by the buyer will, thus, except in case of formal agreement, be non-opposable to EUROSIGN LIFTPLAQ, whatever moment this has been brought to its attention.
The fact that EUROSIGN LIFTPLAQ does not prevail, at any one time, from any one of the present GSC cannot be interpreted as a renunciation to prevail, at a later date, of any one of the said conditions.
For EU shipments and exports, these GSCEs are governed by the INCOTERMS 2020.
2 – Orders
For it to be valid, the order has to indicate, notably, the quantity, the type, the references of the products sold as well as the agreed price, the sales conditions and the place and date of delivery or of collection.
Even if the orders have been accepted through a representative or employees of EUROSIGN LIFTPLAQ they will only become final when they are confirmed in writing and after payment of the agreed price.
In case of a prior estimate, any order will be deemed accepted after the three following cumulative clauses are met: receipt by the buyer of an acknowledgment of the order sent by EUROSIGN LIFTPLAQ, the acceptance of the payment conditions and the payment of the amount mentioned on the quote. Any quote has a validity of 1 (one) month. Passed this delay EUROSIGN LIFTPLAQ will no longer be bound by its offer and the quote will be considered being null and void.
Confirmation of the order entails for the buyer unconditional acceptance of EUROSIGN LIFTPLAQ’s sales conditions, the recognition of its perfect knowledge and the renunciation to prevail of his own sales conditions.
It is indeed reminded that the EUROSIGN LIFTPLAQ sales agreement is conditioned by the buyer’s acceptance of the totality of the clauses contained in the order, which needs to be returned signed bearing the byer’s stamp, without changes or alterations.
In case of shortage EUROSIGN LIFTPLAQ will honour the orders by order of arrival and upon availability of stock. Specifically concerning the LIFTPLAQ products, the delivered quantities may not exceed 150 (one hundred and fifty) units, whatever quantity ordered.
The order is personal for the buyer and may not be transferred without EUROSIGN LIFTPLAQ’s agreement.
EUROSIGN LIFTPLAQ has the possibility to subcontract to a third person the handling of the whole or part of the orders. Any drawings, documents, plans, models, samples, studies, releases, dummies and generally any change to the original product created by EUROSIGN LIFTPLAQ, at the request of the buyer, to be billed or not, remain the exclusive
property of EUROSIGN LIFTPLAQ. Consequently, the buyer may not use, exploit, directly or indirectly, said changes without express agreement of EUROSIGN LIFTPLAQ.
Except written notice to the contrary, EUROSIGN LIFTPLAQ has the right to reproduce, on any support of its own choice, as reference or illustration, the buyers’s name and references, as well as any picture or illustration about him.
For export orders are not final until they have been confirmed in writing when the total pre-payment of the order before the shipment of goods has been received. Or when the terms of payment of the order have been defined by mutual agreement between the parties.
3 – Changes to the order
Any change to or annulment of the order requested by the buyer may not be considered but if it arrives, in writing, at EUROSIGN LIFTPLAQ before the products have been dispatched.
If EUROSIGN LIFTPLAQ does not accept the change or the annulment, the deposits paid will not be refunded. In case EUROSIGN LIFTPLAQ has incurred costs in order to honour the buyer’s order, the latter will be liable of the total of the sums due by EUROSIGN LIFTPLAQ to his suppliers in account of this order.
In case of changes to the order accepted by EUROSIGN LIFTPLAQ, the present sales conditions will continue to apply and prevail against any other act or annotation coming from the buyer.
After the 1 (one) month’s delay following the order has been confirmed, EUROSIGN LIFTPLAQ has the right to modify, as deemed necessary, its products and to modify, without prior notice, its models defined in its advertising leaflets or catalogues, be it on paper or electronically.
For Export, the order modification must be defined and accepted by mutual agreement between the parties within 15 days prior to shipment.
The products are delivered at the price valid at the time the order is placed, expressed in Euros:
For France, in TTC all tax included (VAT included) and taking into account French taxes applicable the day of the order and for Export without VAT excluding taxes (E.T.).
The prices indicated on any support provided by EUROSIGN LIFTPLAQ are always quoted excluding taxes (E.T.) and, unless specific conditions apply, ex-warehouse of EUROSIGN LIFTPLAQ. The prices indicated are for information only and are subject to change during the year.
The buyer may benefit from a rebate according to the quantities ordered or according to its quality.
Unless otherwise agreed, the prices appearing in the order are valid only for a maximum duration of 1 (ONE) month.
Export: unless otherwise agreed, prices are net, excluding transport, excluding taxes based on the rates communicated to the buyer.
Any tax, tax, duty or other benefit payable under the French regulations or those of an importing country or a transit country shall be borne by the purchaser.
5 – Delivery
5.1 – Terms
Delivery will take place in accordance with the order either by handing the product over to the buyer directly, or by means of a simple disposal note, or by delivery to a dispatch firm or carrier, in the premises of EUROSIGN LIFTPLAQ. The delivery date shown is meant to be the date the products are handed over to the buyer, the dispatcher or carrier at the premises or warehouse of EUROSIGN LIFTPLAQ. This date is mandatory and is an essential clause of the order. The buyer needs to organize the conditions of reception of the goods at the place shown on the order.
The buyer agrees to take delivery within 15 (fifteen) days of the goods release notice. Passed this delay EUROSIGN LIFTPLAQ may consider that the order is annulled and the sale unilaterally cancelled by the buyer. In case it is impossible for the latter to take delivery of it, and upon his request, the products will be kept by EUROSIGN LIFTPLAQ and management charges, to the amount of 10 (ten) Euros per day and per unit will be charged up to when the buyer effectively takes delivery of them.
For EXPORT, shipments will be made according to Incoterms 2020 adopted by trading partners.
5.2 – Delay
The deliveries are made as per availability and according to order of arrival of the orders. EUROSIGN LIFTPLAQ is authorized to make global or partial deliveries. The delivery times are shown as correctly as possible but are to take into account stock and transport possibilities by EUROSIGN LIFTPLAQ. Exceeding the delivery time cannot be cause to grant damages, deduction nor annulment of the current orders.
Anyhow, if 3 (three) months after the indicated delivery date, the product has not been delivered, for any reason other than “force majeure” , the sale may, then, be annulled at the request of one or the other party; the buyer may obtain restitution of the price with the exclusion of any other compensation or damages.
Are considered cause of “force majeure”, thus relieving EUROSIGN LIFTPLAQ of its obligation to supply: war, riot, fire, strikes, accidents and the impossibility for itself to be supplied. EUROSIGN LIFTPLAQ will keep the buyer timely informed, in case of the above mentioned events. In any case, the delivery within the time-limit is only possible if the buyer is up-to-date with his obligations towards EUROSIGN LIFTPLAQ, for whatever reason.
5.3 – Unforeseenness and force majeure
According to the ordinance of 10/02/2016 of the French Civil Code, is considered as force majeure “Any event beyond the control of the debtor that could not reasonably be expected at the conclusion of the contract and whose effects can not be avoided by appropriate measures, prevents the execution of its obligation by the debtor “. Is considered as force majeure releasing EUROSIGN LIFTPLAQ from its obligation to deliver: war, riot, fire, strikes, accidents, the impossibility for itself to be supplied.
EUROSIGN LIFTPLAQ will keep the buyer informed in a timely manner of the cases and events listed above.
In any event, delivery within the deadlines can only occur if the buyer is up to date with his obligations to EUROSIGN LIFTPLAQ, whatever the cause.
5.4 – Risks
The products are delivered carrier-paid at the agreed place or against reimbursement; in any case, they are carried at the risk of the addressee, who, in case of damages or missing items, has to take all steps to establish the required reports and confirm his reservations by means of an extra-judicial act or a registered letter with acknowledgement notice to the carrier within 2 (two) days following the reception of the goods.
Export: risk transfer takes place according to the Incoterms 2020 adopted by trading partners.
6 – Taking delivery
Without prejudice of the arrangements to make with the carrier, the complaints about apparent faults or of the non-conformity of the delivered goods compared to the ordered goods or to the dispatch note, need to be reported, in writing, within 8 (eight) days of arrival of the products.
It is the buyer’s burden to produce any justification in regards to the reality of the faults or abnormalities found. These justifications need to be based on objective facts (technical specifications of the product). The buyer must allow EUROSIGN LIFTPLAQ to be able to carry out observations of the faults and remedy them. He will abstain to intervene himself or to have a third party intervene.
7 – Returns
7.1 – Modalities
Returning any product needs to be done with the formal agreement between EUROSIGN LIFTPLAQ and the buyer, on condition it has not been used and that it is returned complete in its initial packaging. Any product returned without this agreement will be kept at the disposal of the buyer and gives no cause a credit note to be drawn-up. The costs and danger of a return are always the burden of the buyer.
No return will be accepted after a delay of 1 (one) month following the delivery date.
Prior to any return the buyer must inform EUROSIGN LIFTPLAQ and indicate the reason for the return. He has to obtain from EUROSIGN LIFTPLAQ a “numéro de retour autorisé de marchandises“ (Authorized Return of Goods” (RMA) number). The buyer will then receive, per mail (letter, fax or E-mail) a “Fiche de retour” (Return slip) which will obligatorily be affixed by him on the returned parcel. The goods must be in the same condition as they were when delivered by the supplier.
Export: no product returns can be made without the prior express agreement of EUROSIGN LIFTPLAQ, in order to allow the satisfactory organization of the transport and the customs and fiscal management of the operation in accordance with the French legislation
7.2 – Consequences
In case of visible fault or non-conformity of the delivered products, duly established by EUROSIGN LIFTPLAQ as per conditions above, the buyer may, at EUROSIGN LIFTPLAQ’s choice, receive either a free replacement or reimbursement for the products, exclusive of any compensation or damages.
The returns which do not conform to the above procedure will automatically be refused and returned to the buyer at cost.
Any damaged parcel arriving at EUROSIGN LIFTPLAQ’s premises or warehouse, is automatically refused. Cost for the return of the product and the risks involved are the burden of the buyer.
8 – Warranty
8.1 – Extent
The products are guaranteed against any fault of material or fabrication for a duration of 1 (one) year, counting from the delivery date. The interventions under warranty have no effect as regards to extending the duration of it. Concerning this warranty, the only obligation of EUROSIGN LIFTPLAQ will be, as it chooses, the free replacement or the repair of the product or the element recognized as faulty or improper for use by its technicians except if
this means of compensation turns out to be impossible or disproportionate. In any case, the buyer will not hold EUROSIGN LIFTPLAQ responsible, for eventual prejudicial consequences which hidden faults could have caused. In order to benefit from the warranty, any product needs, firstly to be submitted to EUROSIGN LIFTPLAQ’s after-sales service of which the agreement is essential for any replacement. The eventual carriage costs are to be met by the buyer who may not claim any compensation whatsoever in case of standstill of the goods due to the application of the warranty.
For the Export, the guarantee applies from the taking possession of the goods provided that the buyer provides the seller with proof of receipt of the goods: delivery note or commercial invoice or transport contract, indicating the receipt of the goods; the document must be duly dated, signed and annotated.
8.2 – Exclusions
The warranty does not apply to apparent faults.
Are also excluded, the faults and deteriorations caused by natural wear and tear, by external accident caused by the user and also by an alteration of the product not foreseen or specified by EUROSIGN LIFTPLAQ. Any damage caused by the use, not conform to the instructions contained in the original leaflet provided with the merchandise, is not covered by the warranty.
9 – Billing
In accordance with French laws, a bill is made out for any delivery and handed over at that time, except if a delivery notice has been delivered in which case a summary bill, referring to all the delivery notices, will be made out every 8 (eight) days.
For Export, the commercial invoice is established according to the rules in force and attached to the commercial documents.
10 – Payment
10.1 – Terms
Unless otherwise agreed, payment is done either:
- 100% upon order;
- 50% at order and the balance before delivery;
- According to particular conditions accepted by EUROSIGN LIFTPLAQ: it is indicated that in case no global payment or no 50% down payment is made, no rebate, quantitative or of any other nature, will be granted to the buyer.
In case of deferred or agreed terms payment, a payment consists, in the sense of the present article, not of the simple exchange of a negotiable instrument or a cheque implying an obligation to pay, but their payment at the agreed date of settlement.
For Export prepayment is required before departure of the goods; However, if, by mutual agreement between the parties, delays are granted, payment of a deposit will be required if the legislation of the importing country allows it.
10.2 – Default or non-payment
In case of late payment EUROSIGN LIFTPLAQ may suspend all current orders, without prejudice of any other action.
The company’s invoices are payable in cash or at the latest 30 days.
Any delay in payment will result automatically, from the day following the date of payment on the invoice, in addition to the immediate exigibility of the sums due, the application of penalties of an amount equal to the rate of the legal interest (rate ECB reference) plus 10 points, as well as the payment of a flat-rate compensation of EUR 40 for recovery costs to EUROSIGN LIFTPLAQ.
These penalties and additional costs will be due for payment by simple request from EUROSIGN LIFTPLAQ.
Except particular agreement the amount of these interests in arrear will be imputed, by right, to any reductions, discounts or rebates due by EUROSIGN LIFTPLAQ.
In case of default payment, forty-eight hours after an unsuccessful formal demand, the sale will be terminated, by right, if it seems fit to EUROSIGN LIFTPLAQ, which may request in summary judgment the restitution of the products, without prejudice of any other damages. The cancelation will not only concern the case in
question but also all previous unpaid orders, regardless if they have been delivered or are being delivered and their payment being due or not. In case of payment by bill of exchange, the no return of the bill shall be considered as a refusal of acceptance, equitable to a non-payment. Similarly, when the payment is spread out the non-payment of only one term will bring about immediate liability of the total of the monies owed, without need of a formal demand.
In all the preceding cases, the sums that would be due for other deliveries, or for any other cause, will become due immediately for payment if EUROSIGN LIFTPLAQ does not opt for the annulment of the orders concerned.
The buyer will have to reimburse all costs incurred for the contentious recovery of the monies due, including the fees for members of the legal profession.
In no case may the payments be suspended nor the subject to any compensation without the prior written agreement of EUROSIGN LIFTPLAQ.
Any partial payment will first be deducted from the non-privileged part of the claim and then from the longest outstanding sums. EUROSIGN LIFTPLAQ has no intention of giving any discount for cash payment or payments at an earlier date than the one mentioned in the GSC. In case a discount has previously been considered, the reference to this discount needs to be mentioned in the Terms of Payment, from the moment it was proposed to the buyer.
10.3 – Demand of surety or payment
Any deterioration of the buyer’s credit may justify the demand of a surety, a cash payment or a payment by draft bill payable on sight and this before execution of the received orders. This will, among others, be the case if an alteration, or if a transfert, renting, business pledging or good-will has an unfavourable effect on the buyer’s credit.
11 – Risks
The burden of risks lays with the buyer, even in case the sale has been agreed carried-paid delivery, as soon as the order leaves the seller’s warehouse.
This results, notably, in that the goods are carried at the risk of the buyer who needs to make all necessary reserves or exercise all recourses with the responsible carriers in case of loss of or missing goods. The buyer is solely responsible for any damages, corporal, material and immaterial caused to a third person, to employees as well as to his own goods, following damages of any nature, occurred during the delivery of the goods, as well as, after that, whilst any use is made of the delivered products.
For Export, the risks are subject to INCOTERMS 2020
12 – Retention of title
For both domestic and export sales, the goods supplied remain the property of EUROSIGN LIFTPLAQ until full payment of their price. The buyer cannot resell the goods without the express prior authorization of the seller.
13 – Packaging
The packaging is non returnable.
However, the packaging bearing EUROSIGN LIFTPLAQ’s markings may be used only for its products and may, in any case, not be used for other products than its own. Any breach of this rule would expose the person responsible to prosecution and payment of damages.
14 – Competences – Objection
In case of dispute in relation to the interpretation or the execution of their agreements, the parties will seek a gentleman’s agreement before any litigation and will therefore share all required elements of information.
In case no gentleman’s agreement can be reached within a time of maximum 3 (three) months, only the Courts of Perpignan (France) will be competent in case of dispute of any nature or of dispute regarding the assembling or the delivery of the order unless EUROSIGN LIFTPLAQ prefers to submit the case to any other competent jurisdiction. This clause is also applicable in case of an interim order, the incidental request or of plurality of defenders or of a request for surety, and whatever the terms of payment are, without the clauses conferring jurisdiction existing on the buyers’ documents, may impede the application of the present clause.
In absolute terms, only the French legislation remains applicable.
For Export, the contract is subject to the Vienna Convention and subject to commercial mediation or, failing that, to international arbitration
The French language is authentic for all our contracts.
15 – Cancellation – Invalidity
In the event that any one of the provisions set out in these general conditions of sale should be declared null or reputed as not existing in writing
void or unwritten, all the other provisions shall still be applicable.
16 – Duration of the contract- Termination
The agreement between the parties will be terminated in the event of mutual agreement.
The sales contract will be terminated automatically:
- for the seller, if the contract is interrupted at the request of the buyer between the offer or the order and the dispatch by the seller
- for the buyer, if the seller did not send the order
Date : 25 janvier 2021