General Sales Conditions
Article 1. – Applicability of the general sales conditions– Enforceability
These general sales conditions are forwarded or remitted to each purchaser to enable purchase order placement. Consequently, by placing an order, the purchaser fully and unrestrictedly subscribes to these general conditions notwithstanding any provision to the contrary and excluding any other documents or instruments such as brochures, catalogues or others, issued by the DELTA PLUS SYSTEMS Company for information purposes only. Except otherwise agreed in writing by the DELTA PLUS SYSTEMS company, no particular condition can prevail on these general sales conditions. Therefore, any contradictory condition claimed by the purchaser shall be unenforceable against the DELTA PLUS SYSTEMS Company, except otherwise agreed in writing, whatever the time when said contradictory condition may be brought to DELTA PLUS SYSTEMS’s knowledge. The DELTA PLUS SYSTEMS Company’s failure to avail itself of any provision hereto at any time shall in no case be construed as a waiver to avail itself of any of these general conditions at a later date. To be accepted and registered by us, purchase orders must bear on a minimum amount of 150 €. Otherwise, 45€ of administrative costs will be charged extra.
Article 2. – Amendments to the general sales conditions
Purchase orders are only valid when confirmed in writing or when our estimated quote has been accepted. The DELTA PLUS SYSTEMS Company is only bound by purchase orders registered by its sales representatives or employees subject to a duly signed written confirmation.
Article 3. – Purchase order amendment
Purchase order amendments or terminations at the purchaser’s request shall only be taken into account when received in writing before shipment of standard products. In case of specific products, the DELTA PLUS SYSTEMS Company’s approval is always necessary and the DELTA PLUS SYSTEMS Company shall not be required to justify its refusal. Should the DELTA PLUS SYSTEMS Company not approve a purchase order amendment or termination, down payments if any shall not be refunded.
Article 4. – Delivery – Object of the delivery
The DELTA PLUS SYSTEMS Company reserves the right to bring any modification that it deems useful to its products at any time, and without obligation to modify any previously delivered product or any current orders. The DELTA PLUS SYSTEMS Company reserves the right to modify without notice any models defined in its brochures or catalogues.
Article 5. – Delivery – Modalities
Delivery is carried out either by direct product hand-over to the purchaser or by simple notice of availability, or by delivery to a shipper or carrier on the sellerâ€™s premises.
Article 5.1. – Delivery time
Deliveries shall only be performed according to the availability scheme and in the order of purchase order arrivals. The DELTA PLUS SYSTEMS Company is entitled to proceed with general or partial deliveries. Delivery times are indicated as accurately as possible, but may vary according to the DELTA PLUS SYSTEMS Company’s capacities of procurement and transport. Delivery times are only indicated for information. Therefore, late deliveries shall not give rise to damages, withholdings or cancellation of current purchase orders. However, if within 3 months from the indicated delivery dates (or: 1 month after any summons ineffective to this effect, the product has not been delivered on any grounds other than Force Majeure, the sale can be terminated at either party’s request. In such cases, the purchaser can obtain refunding of its down payments, excluding any other compensation or damages. The following events shall be construed as Force Majeure, exonerating the DELTA PLUS SYSTEMS Company from its delivery obligation: wars, riots, fires, strikes, accidents, impossibility for the DELTA PLUS SYSTEMS Company to obtain the necessary procurements. The DELTA PLUS SYSTEMS Company shall keep the purchaser informed in due time of any above-mentioned cases or events. In any case, timely delivery can only be effected if the purchaser has met its obligations vis-à-vis the DELTA PLUS SYSTEMS Company, on any grounds whatsoever.
Article 5.2. – Risks
The products are deliverable carriage paid or cash on delivery at the agreed place. In all cases, the products are carried at the addressee’s risk and it devolves on the addressee, in case of average or missing items, to make all required reservations by extrajudiciary deed or by registered letter with returned acknowledgement of receipt to the carrier within three days as of the product receipt.
Article 6. – Acceptance
Without prejudice to any steps to be taken vis-à-vis the carrier, claims on apparent defects or on non-conformity of the delivered product to the ordered product or to the delivery slip must be expressed in writing within eight days as of product arrival. It devolves on the purchaser to bring any justification as to the effectivity of all defects or anomalies found. The purchaser shall leave the DELTA PLUS SYSTEMS Company any option to acknowledge such defects and bring suitable remedy. The purchaser shall refrain from intervening or having any third party intervene for this purpose.
Article 7. – Returned products
Any product return shipment shall be subject to formal agreement between the DELTA PLUS SYSTEMS Company and the purchaser. Any product returned without such approval shall be kept at the purchaser’s disposal and shall not give rise to any credit note. Return shipment costs and risks shall be supported by the purchaser. No return shipment shall be accepted after a period of 15 days as of delivery date. Returned goods shall be accompanied by a return shipment slip to be affixed on the package and must be in the same state as when delivered by the DELTA PLUS SYSTEMS Company.
In case of apparent defect or non-conformity of the delivered products, duly acknowledged by the DELTA PLUS SYSTEMS Company as provided heretofore, the purchaser can obtain free replacement or refunding of the products at the DELTA PLUS SYSTEMS Company’s discretion, and exclusive of any compensation or damages.
Article 8. – Guarantee 8.1.
Our supplies shall be used and put into operation in accordance with the Rules of the Art. Our guarantee is strictly limited to the replacement of products acknowledged as defective, in the condition in which they were sold, and exclusive of any compensation whatsoever. The DELTA PLUS SYSTEMS Company also reserves the right to have the installation checked and to bring the proof that the failure or the abnormal wear of the defective parts results from incorrect installation, abnormal use, faulty maintenance and operation, or any other external causes; in such cases, the DELTA PLUS SYSTEMS Company shall be entitled to immediately rescind its guarantee. The DELTA PLUS SYSTEMS Company’s guarantee shall only be enforceable subject to the following conditions: a) No modification to the structures, embodied by third parties, must be the cause of material strength reduction; b) the guaranteed equipment must only be handled by the DELTA PLUS SYSTEMS Company’s employees or its local expressly approved agent; c) the equipment and the products must have been normally used, exclusive of any faulty operation or maintenance; d) the defect affecting the equipment or the products must not be attributable to any external cause.
Article 8.2 – Extent of the guarantee
The products are guaranteed against any material or manufacturing defects for a period of 10 years as of the date of delivery in accordance with the products’ guarantee certificate, excluding electrical and electronical components which are under a 2-year-guarantee. Interventions in the scope of the guarantee shall in no case prorogate the guarantee period. In case of any guarantee claim, the duly paid invoice shall mandatorily be submitted.
Under this guarantee, the DELTA PLUS SYSTEMS Company’s sole obligation shall be the free replacement or repair of the product or the item acknowledged as defective by the DELTA PLUS SYSTEMS Company’s services. To benefit from the guarantee, any product must have previously been submitted to the DELTA PLUS SYSTEMS Company’s after-sales service whose approval shall be mandatory for any replacement. Shipment costs and/or onsite replacement costs shall be supported by the purchaser.
Article 8.2 – Exclusions
The guarantee shall not apply to apparent defects. All defects or damage due to normal wear and tear, corrosion, staining or abnormal appearance (ex : peeling paint, …), or to an external event (faulty installation, defective maintenance, abnormal use) or linked with any product modification not stipulated or specified by the DELTA PLUS SYSTEMS Company shall also be grounds for guarantee exclusion.
Article 8.4 –
In case of provision of calculation notes or customised quotes, the DELTA PLUS SYSTEMS Company’s liability shall only be involved with respect to the elements provided or indicated by the client at the time of the design study request.
Article 9. – Price
The products are supplied at the price in effect at the time of purchase order placement or at the price quoted in our cost estimate. Prices are quoted net ex-works, before tax, based on price lists transmitted to the purchaser. Any levies, taxes, duties or other services to be settled by virtue of the French regulations, or the laws and regulations of the import country or a transit country shall be supported by the purchaser. Unless otherwise agreed in writing by the DELTA PLUS SYSTEMS Company, carriage and packaging costs shall be supported by the purchaser.
Article 10. – Invoicing
An invoice shall be established for each delivery and shipped after the delivery.
Article 11. – Payment : 11.1. Payment terms –
Unless otherwise agreed, settlements shall be made as follows – payment at 30 days as of the end of the month of delivery, by confirmed irrevocable letter of credit, or by SWIFT transfer.
Article 11.2. – Outstanding payments
In case of outstanding payment, the DELTA PLUS SYSTEMS Company shall be entitled to suspend all current purchase orders notwithstanding any other remedies at its disposal. Any monies unpaid at the date of maturity stipulated on the invoice shall bear late payment penalties in the amount of one and a half times the legal interest rate. Such penalties shall be payable upon the DELTA PLUS SYSTEMS Company’s mere request, and shall accrue from the date of maturity to the date of final payment. In case of outstanding payment, forty-eight hours as of the effective summons to this effect, the sale shall be terminated as of right at the VDELTA PLUS SYSTEMS RTIC Company’s discretion and the DELTA PLUS SYSTEMS Company can seek referral order from the Court to obtain product return without prejudice to any other damages. Termination shall apply not only to the questionable purchase order but also to all previous purchase orders still owing, irrespective of whether the delivery of such products is completed or underway, or whether their payment has come to maturity or not.
In all above-mentioned cases, any monies still owing, for any other deliveries and on any grounds whatsoever, shall immediately become payable if the DELTA PLUS SYSTEMS Company does not take the option to terminate the corresponding purchase orders. The purchaser shall repay all costs generated by the legal recovery of monies due, including lawyers’ and counsellors’ fees. Furthermore, any invoice whose payment is recovered by legal proceedings shall be increased by virtue of the non-reducible penalty clause in the sense of article 1229 of the French civil Code, by a fixed compensation set at 15 %. In no case should the payments be suspended or form the subject of any compensation whatsoever without the DELTA PLUS SYSTEMS Company’s prior written approval. Any partial payment shall firstly be attributed to the non-preferential part of the credit, then to monies whose payability is the longest outstanding.
Article 12. – Risk transfer
The transfer of all risks on the products, including in the case of agreed FOB or any other sale, shall occur as early as ex-works shipment from the DELTA PLUS SYSTEMS Company’s warehouses. Therefore, notably, the goods shall be carried at the purchaser’s risk and in case of average, loss or missing items, it devolves on the purchaser to make all reservations and exercise any recourse with the responsible carriers.
Article 13. – Ownership reserve
The DELTA PLUS SYSTEMS Company hereby reserves the right of ownership on the goods delivered, until final and entire payment of the price. However, the risks shall be fully transferred to the client as of shipment of the goods. The DELTA PLUS SYSTEMS Company hereby reserves the right to preclude any modification, use or resale of the goods in case of feared non-payment. The DELTA PLUS SYSTEMS Company’s items shall in no case be registered as pledge for the client’s creditors. By virtue of this clause, the DELTA PLUS SYSTEMS Company hereby reserves the right, in case of outstanding payment at the maturity date, either to simply retake the goods on any premises whatsoever, or to obtain payment of the price from the client or the possible sub-purchaser, or any third party whatsoever.
Article 14. – Jurisdiction of competence : Discrepancies or disputes
In case of any discrepancy or dispute, the parties shall endeavour to obtain amicable settlement, if necessary through Isère (38-France) conciliation and arbitration centre. In case of any discrepancy or dispute pertaining to the formation or fulfilment of the purchase order, the courts of Grenoble (FRANCE) shall have sole jurisdiction, unless the DELTA PLUS SYSTEMS Company decides to refer to any other jurisdiction of competence. This penalty clause shall apply including in case of referral order, incident claim or plurality of defenders, or in case of guarantee claim, and whatever the payment mode and terms, and shall prevail upon any other jurisdiction clauses which may appear on the purchaser’s documents.