GENERAL TERMS AND CONDITIONS FOR SALE (GTC)

Article 1: Purpose and scope
Unless express and prior dispensation granted by our company, placing an order of products implies the full acceptance without reserve by the customer of these GTC, which shall prevail over any other document of the customer.
The customer certifies that he has taken knowledge of the technical descriptions and product sheets available on our website www.gravor.com prior to any order of products, said documents being integral part of these GTC.
Except these GTC, any other documents are for information purposes only.
Any failure of our company to enforce any clause of these GTC shall not be deemed as a waiver to subsequently enforce any of them.
Article 2: Intellectual property
All works disclosed to the customer remain the exclusive property of our company, which is the sole owner of the intellectual property rights in and to said works and their media.
Our customers undertake not to use these works in any manner whatsoever without our company’s prior written approval.
Article 3: Order taking
Our company issues an estimation, which, once signed by the customer, represents a firm and final order. Said order cannot be cancelled withour our company’s written consent.
The contract is performed within the deadline set in the signed estimation, it being specified that said deadline starts to run after payment of the 30 % downpayment.
Any request to modify an order shall be made in writing. Any modification requires the issue of a new signed estimation and the postponement of the delivery date.
Downpayments paid by the customer do not represent a deposit that the customer may surrender to free himself from the contract.
Our company can unilaterally make modifications to the product ordered, relating to technical developments of the product, provided that this does not lead to any price increase or quality deterioration.
Article 4: Sample and “ready for press”
Production launch only occurs when the customer has sent back a duly dated and signed “ready for press” document.
The customer acknowledges and agrees that there may be sustantial differences of position, colour or appearance between the sample and/or “ready for press” document and the product delivered. Said differences can in no case justify the refusal of the order or a price discount, nor entitle to damages.
Article 5: Delivery time
Late deliveries do not entail the cancellation or modification of the contract and do not entitle to damages. Penalty clauses appearing on our customers documents cannot be opposed to us.
We reserve the right to perform global or partial deliveries.
The sale can be cancelled by either party in case of a force majeure event lasting more than 6 months.
Article 6: Prices and terms of payment
Our goods are sold and delivered from our establishments (incoterm EX WORKS 2010, ICC).
The product prices are those in force at the time of the order. Prices are meant before tax and subject to the VAT rate in force and to any relevant taxes.
Delivery and transportation costs shall be added and defined based on the price list appearing on the web site.
Terms of payment are as follows:
– a downpayment equal to 30% of the price including VAT on order
– the balance 30 days end of month after the issue date of the invoice.
Only actual collection of the drafts or letters of credit shall be considered to be full payment. No discount shall be granted in case of early payment.
Our company may make the order acceptance or the continuation of its performance subject to actual payment before delivery or to the supply of a draft endorsed by the bank. In case of the customer’s refusal, our company may refuse to perform the order(s) placed and to deliver the products, without the customer being entitled to claim any compensation.
Any amount not paid when due shall entail payment by the customer of penalties set at 3 times the legal interest rate. In case of full non-payment of an invoice due, our company reserves the right to suspend any pending or future delivery, without formal notice being necessary.
Article 7: Packages
Packages shall be determined and prepared by our company.
Our company invoices wooden palet packages to the customer and does not take them back. It is expressly specified that wooden palets are for single use. Our company shall therefore not be liable in case of any reuse of said palets by the customer, what the latter expressly agrees.
Metal carriages are not invoiced to the customer; they remain full property of our company. The customer shall have custody of them and undertakes to keep them in perfect condition until the company takes them back. Our company shall bear the costs incurred to take back the carriages on a date to be determined with the customer. If they are not returned at first request, our company shall invoice the cost of each carriage to the customer, as well as the travel costs based on the price list being in force.
Article 8: Retention of title and risk transfer
The transfer of ownership of our products is subject to the full payment of their price, in principal and accessories, by the customer, even if payment terms have been granted.
Our company may enforce its rights under this retention of title clause, for any of its debts, over all its products being in the customer’s possession, it being specified that said products are contractually assumed to be the unpaid one, without prejudice to its right to cancel any pending sales. In case of any attachment or any other action from a third party relating to the products, the customer must immediately inform our company so that it can oppose thereto and preserve its rights.
The above provision does not prevent the transfer to the customer of the risks of loss, theft or deterioration of the products concerned by the retention of title, as well as any damages that they could cause, as soon as they are made available, i.e. as soon as the carrier takes possession of them. The customer is made custodian of said products as of the delivery.
Article 9: Product warranty
In case of non-compliance of the order delivered, the customer shall make all due reserves to the carrier.
Any order delivered without any reserve being made on the signed delivery note and by registred letter with acknowledgement of receipt within 3 days following delivery, shall be deemed accepted.
Any non-compliance shall only entail the replacement of the non-complying products as soon as possible, without the customer being entitled to claim any compensation or the cancellation of the order.
In respect of the warranty of hidden defects, our company’s sole obligation shall be to replace the products as soon as possible, without the customer being entitled to claim damages.
Our warranty only applies to products having duly become the customer’s property, which implies full payment.
Our warranty shall be excluded if our products have been used in conditions that are unforeseen in or contrary to our specifications or in case of external accident.
Our customers are professionals; hidden defects therefore means defects in the manufacture of the product that make it unfit for its use and that cannot be detected by the customer before it is used. A design defect is not a hidden defect and our customers are deemed to have received all the technical information relating to our products.
Our warranty automatically ceases to be valid if our customer did not inform us of the alleged defect within a 20 days period from the time it was discovered.
Article 10: Liability
Our company shall indemnify any direct material damage caused to the customer resulting from faults attributable to it. Our company undertakes either to replace the products as soon as possible or to provide a credit note to the customer, the choice between both options being at the sole discretion of our company. Our company shall in no case indemnify any immaterial and/or indirect damage.
In any case the total amount of the compensation that we might pay to the customer shall not exceed 10% of the total amount before tax of the contract, whatever the legal ground of the claim and the proceedings used to make it succeed.
Article 11: Trade references
The customer authorises our company to use its image to be reproduced and used for advertising or commercial purposes during five years following delivery.
Article 12: Dispute settlement
Only French law shall apply.
Any disputes that may arise in relation to this contract shall be submitted to mediation in accordance with the mediation rules of the Arbitration and Mediation Centre of Paris (CMAP) of the Chamber of Commerce and Industry of Paris Ile-de-France, which are already known to the parties and to which they affirm that they adhere.
Otherwise said disputes shall be submitted to the courts of the city of Le Mans having jurisdiction, notwithstanding any special subject-matter and/or territorial competence.
Article 13: General provisions
The customer must obtain any and all administrative authorisations in due time and must comply with any and all customs formalities required to import the products ordered in the country of destination or to make them transit through any country.
The customer shall assume alone the consequences of any kind and cause that may result from the delay or the absence of the authorisations required that it should have obtained.
Said authorisations and formalities shall in no case justify the non-payment of the price by the customer.
For products delivered outside the European Union territory, the customer shall send to our company a certified copy of the single administrative document stamped by the customs authorities.
Unless deemed substantial and determining, the nullity of any of these GTC shall not entail the nullity of the contract which shall remain subject to these conditions. The parties may then agree on another condition or have recourse to the French law applicable to the contract.
Article 14: Language
French language, or if not available, English language shall apply to the interpretation or performance of the contract