GENERAL CONDITIONS OF SALE
Article 1 - Scope of application
The present general conditions apply to any sale of products or services concluded by Clean Air Engineering Europe. Consequently, any commercial relationship with Clean Air Engineering Europe implies the Buyer's unreserved acceptance of these general terms of sale. Our general terms and conditions of sale prevail over any general terms and conditions of purchase of the Buyer, except in case of special agreements from our side duly specified in writing.
Article 2 - Orders - Prices
The rates indicated on the quote are firm and non-revisable during their period of validity. Quotations are valid for 30 days from the date they are given to the Client.
Orders must be confirmed in writing, by means of an order form. The sale of products or services is only perfect after express written acceptance of the customer's order by our company, which will ensure, in particular, the availability of the products requested, materialized by the issuance of an order acknowledgement.
The validity of the price is limited to the validity of the corresponding offer. If the order is received after the validity of the offer, Clean Air Engineering Europe reserves the right to refuse the order and to make a new offer if necessary.
Any changes requested by the buyer can only be taken into account, within the limits of Clean Air Engineering Europe's possibilities and at its sole discretion, if they are notified in writing.
No order for an amount of less than 90 euros excluding VAT can be accepted. Otherwise, a surcharge will be specified on the order acknowledgement and will be applied on the corresponding invoice. In case of cancellation of the order by the Buyer after its acceptance by Clean Air Engineering Europe, for any reason except force majeure, a penalty will be acquired to Clean Air Engineering Europe (see specific conditions), as damages, in compensation for the prejudice thus suffered.
The products or services are provided at the rates in force on the day of the order, and, if necessary, in the specific commercial proposal sent to the Buyer. These prices are firm and non revisable during the period of validity, as indicated by the company Clean Air Engineering Europe.
These prices are net and HT, (EXW : ex warehouse. They do not include transport, customs duties or insurance, which are to be paid by the buyer.) Particular pricing conditions may be applied according to the specificities requested by the customer concerning, in particular, the terms and conditions, the delivery times, or the payment conditions. A particular commercial offer will then be sent to the Buyer by Clean Air Engineering Europe.
Article 3 - Place of sale
According to the terms of delivery of our supplies, they are considered by right to be accepted and sold when they are collected by the Customer or its agent. In the event that the Customer is delivered by Clean Air Engineering Europe or its agent, the supplies will be accepted on delivery and at the place indicated by the Customer.
Article 4 - Place of return
Our supplies are by right considered to have been received and returned on delivery to our premises
Article 5 - Terms of payment
Invoices are payable within thirty (30) days net date of invoice. For new customers, the invoices are payable in full when the order is placed. In this case, the company Clean Air Engineering Europe is not obliged to proceed to the delivery of the products or services ordered by the Buyer if this one does not pay the price to him in the conditions and according to the methods indicated above. Clean Air Engineering Europe reserves the right to apply particular conditions of payment according to the cases.
In case of delay of payment and payment of the sums due by the Buyer beyond the above-mentioned deadline, and after the date of payment appearing on the invoice sent to the Buyer, late payment penalties calculated on the basis of the interest rate of the European Central Bank increased by 10 points, will be automatically and automatically acquired by Clean Air Engineering Europe, without any formality or prior notice - and will lead to the due date of the sums due, without prejudice to any other action that Clean Air Engineering Europe would be entitled to take, on this basis, against the customer.
In the event of persistent default, five days after receipt of a prior formal notice sent by registered letter with acknowledgement of receipt which has remained without effect, compensation equal to fifteen (15) % of the sums due, in addition to legal interest and any legal costs, shall be payable by the debtor, without prejudice to the right to damages for the benefit of the creditor.
In case the customer does not respect the payment conditions of the contract, Clean Air Engineering Europe reserves the right to suspend or cancel the delivery of the customer's current orders and to suspend the execution of its obligations.
The orders submitted for export are subject to the mutual and explicit agreement of the financial department of Clean Air Engineering Europe and its Customer as regards the modalities of shipment and payment. Unless Clean Air Engineering Europe has given its express prior written consent, and provided that the reciprocal claims and debts are certain, liquid and due, no compensation can be validly made between possible penalties for delay in delivery or non-conformity of the products or services ordered by the Buyer on the one hand, and the sums owed by the latter to Clean Air Engineering Europe for the purchase of the said products or services.
No discount will be given by Clean Air Engineering Europe for cash payment, or within a period less than the one appearing in the present General Sales Conditions, or on the invoice issued by Clean Air Engineering Europe.
Article 6 - Transportation
Delivery times are given as an indication and are not guaranteed. The transport of our supplies is carried out at the expense of the Customer, without our intervention being able, in any case, to give us the quality of carrier or commission agent of transport. In case of delay in delivery, the Customer must inform Clean Air Engineering Europe which will check the status of the order.
The customer is obliged to check the correctness of the delivery note and to make any complaints upon delivery. Mentions such as "subject to damage" have no value. No dispute relating to the delivery note can be taken into consideration beyond forty-eight (48) hours after delivery. The Customer is obliged to use appropriate packaging for the transport of the material addressed to Clean Air Engineering Europe.
Article 7 - Deliveries and provision of services
The products or services requested by the Buyer will be delivered according to the deadlines indicated in the offer and this as from the reception by Clean Air Engineering Europe of the order form signed and accompanied by the amount of the possible deposit due at this date. For the services requested, they will be delivered according to the deadlines indicated on the order acknowledgement according to the Customer's requests. This deadline does not constitute a deadline of rigor and Clean Air Engineering Europe will not be responsible for any delay in delivery.
The indicated time is only indicative, the only obligation of Clean Air Engineering Europe being to inform the customer of any delay and of the preliminary date of delivery. The seller may make partial deliveries, depending on the availability of the products and services ordered.
The responsibility of Clean Air Engineering Europe cannot be engaged in case of delay or suspension of the delivery attributable to the Buyer or in case of force majeure.
The Buyer is required to check the apparent condition of the products upon delivery. In the absence of reservations expressly formulated in writing, by the latter, within forty-eight (48) hours from the delivery, the products delivered by the company Clean Air Engineering Europe will be deemed to be in conformity in quantity and quality with the order.
The Buyer acknowledges that it is the carrier's responsibility to make the delivery, Clean Air Engineering Europe being deemed to have fulfilled its delivery obligation as soon as it has handed over the sold goods to the carrier who has accepted them without reservation. The Buyer has no recourse in warranty against the shipper, even if it is the Supplier, in case of default of delivery of the transported goods.
In case of particular requests of the Buyer concerning the conditions of packing or transport of the ordered products, duly accepted in writing by the company Clean Air Engineering Europe, the related costs will be the subject of a specific additional invoicing.
No claim can be validly accepted in the event of non-compliance with these formalities by the customer.
Article 8 - Equipment warranty
Clean Air Engineering Europe guarantees that the equipment supplied meets the manufacturer's technical specifications and that the equipment is in working condition when leaving its premises unless otherwise stated.
In the event of a suspected or actual failure, the Customer must notify Clean Air Engineering Europe without delay in order to receive assistance or to return the equipment with the consent of Clean Air Engineering Europe. Clean Air Engineering Europe's liability is limited to the repair or replacement of the failed equipment at its own expense, subject to availability. This warranty does not apply in case of misuse of the equipment. The right to receive such a warranty is the Customer's sole and exclusive remedy.
Where Clean Air Engineering Europe is not the manufacturer of the equipment, any other express or implied warranty relating to a technical limitation of the equipment is disclaimed and shall not be subject to any bargain. Clean Air Engineering Europe shall not be liable for any patent or proprietary rights to any third party.
Clean Air Engineering Europe does not replace the warranty of other manufacturers or suppliers. Used equipment is sold as is, with no other warranty than that of the manufacturer, if applicable.
Article 9 - Transfer of risk
The transfer of risks, losses or deteriorations takes place upon delivery of our supplies or upon performance of our services. The Customer shall bear all risks associated with the custody, transport, use and enjoyment of our supplies as well as any risks that our supplies may cause to third parties.
Article 10 - Taxes and Fees
All costs and taxes due for the use of the supplies or services provided and more generally for the execution of the present are to be borne entirely and exclusively by the Customer.
Article 12 - Injury
Clean Air Engineering Europe shall not be held responsible in case of delay or absence of delivery due to the fault of the carrier, to the unavailability of a defective supply or labour, nor in case of force majeure. The Customer, acting in his own name as well as in the name of his insurers, waives any recourse against Clean Air Engineering Europe and guarantees Clean Air Engineering Europe against any recourse emanating from third parties, for damages and in particular operating loss, interruption of service activity or any other derived or indirect damage. No amount can be claimed for these reasons under an estimated loss.
Article 13 - Jurisdiction
Any dispute between the parties which could not be settled amicably, will be the competence of the Commercial Court of Marseille, notwithstanding any stipulation to the contrary appearing in the documents of one or the other of the parties.
Article 14 - Applicable law
Only French law is applicable to commercial transactions between the Customer and Clean Air Engineering Europe.
Article 15 - Miscellaneous
No modification of these general conditions of sale will be valid if it was not the subject of a writing between Clean Air Engineering Europe and the Customer. The invalidity of any part of the provisions of these general terms and conditions shall not affect the validity of the remaining provisions. The non-application by Clean Air Engineering Europe or the Customer of the rights specified in these general terms and conditions of sale shall not constitute a waiver of such rights.