This page is an English translation of the French general terms and conditions of sale of PM Instrumentation. In these terms, “the Seller” is PM Instrumentation and “the Buyer” or “the Customer” is the company placing the order.
1. Scope, general
Any order implies the Buyer’s acceptance of these general terms and conditions of sale. Offers are valid for fifteen days, unless otherwise stated. Orders are final only when they have been confirmed by an acknowledgement of receipt from the Seller. The benefit of the order is personal to the Buyer and may not be transferred without the Seller’s agreement. Orders confirmed by acknowledgement of receipt are irrevocable on the part of the Buyer.
2. Price, terms and conditions of payment
- All prices are net prices, and are payable together with the applicable value added tax.
- All other costs incurred, in particular for the settlement of payments, transport, insurance, import and export customs duties and fees, shall be borne by the Customer.
- Unless otherwise agreed, payments are due net within thirty calendar days from the transfer of risk. Payments must be made at the business domicile of PM Instrumentation, in Courbevoie (France). Payment costs and risks shall be borne by the Customer.
- The prices stated in the offer and in the order may vary upwards or downwards in the event of a substantial variation in the price of components and/or in the exchange rate of the purchase currency at the time of invoicing. Any renewal of prices requires our acceptance on an order acknowledgement. During an order, any change such as a modification of drawing or quantity automatically leads to a revision of the proposed price, insofar as these modifications affect the price.
- The acceptance of cheques and bills of exchange shall be subject to an express written agreement.
- In the event of late payment of the sums due by the Buyer beyond the period set above and after the payment date shown on the invoice, a late payment penalty calculated at the rate of the European Central Bank for its most recent refinancing operation, increased by ten points, shall be automatically due to the Seller without any formality or prior notice. The ECB rate applicable during the first half of the year concerned is the rate in force on 1 January of that year and, for the second half, the rate in force on 1 July. These penalties are calculated on the amount including tax shown on the invoice. In addition, a fixed indemnity for recovery costs of 40 euros shall be due automatically and without prior notification by the Buyer in the event of late payment (French law 2012-387 of 22 March 2012), without prejudice to any additional compensation in view of the actual costs incurred. Rejected parts may not justify any delay in the payment of invoices for parts recognized as good. If a due date is not respected, we reserve the right to suspend all supplies on current orders. In addition, eight days after formal notice by registered letter has remained without effect, all sums due become payable.
3. Conclusion of the contract
- Our offers, unless they expressly state otherwise, are without obligation and non-binding. This also applies if we have made catalogues, technical documentation or other product descriptions available to the Customer, including in electronic form.
- The contract is established by our order confirmation or by our rendering of the performance.
- We are entitled to accept an offer submitted by the Customer by means of an order confirmation within ten working days of receipt of the offer.
- The contract is established by our rendering of the performance insofar as we have begun rendering it within ten working days of receipt of the Customer’s offer, and the Customer has been informed of this.
4. Delivery
Goods travel at the Buyer’s risk. The Buyer must check shipments on arrival and, if necessary, make claims against the carriers. The transfer of risk on the products sold by our company takes place when the products are handed over to the carrier or when they leave our warehouses. The Seller is entitled to make partial deliveries with corresponding invoicing. In this case, each partial delivery must be considered as a separate contract, and the Buyer may not use the wait for the balance of the equipment ordered to defer the corresponding payment. Shipping times are given for information only. Shipping delays due to any cause or incident, to the failure of our suppliers or to a case of force majeure, may not give rise to any penalty or to the cancellation of the order. Unless specially agreed, we reserve the right to deliver and invoice a percentage more or less of up to 5 %, depending on the technical difficulties and the size of the series.
5. Warranty
Where parts are made according to a model or drawing supplied by the Buyer, the Buyer undertakes to compensate us for any damage caused to a third party for infringement of its rights. The Buyer is required to check the apparent condition of the products on delivery. In the absence of reservations expressly made by the Buyer on delivery, the products delivered by the Seller shall be deemed to conform to the order in quantity and quality.
Unless otherwise stated, our contractual warranty is thirty days from the date the products are made available and covers any defect in material or workmanship. The legal warranty of conformity is limited to the first six months following the date the product is made available and must be invoked within twenty days of the discovery of the defect. The warranty, whether legal or contractual, may in no case exceed the amount of the invoiced price and may not go beyond the repair or replacement of the equipment recognized as defective, returned carriage paid to our workshops. It applies to normal use of the products and does not apply to damage or destruction caused, in particular, by assembly error, mechanical accident, lack of maintenance, defective use, overload or overvoltage. The Buyer expressly waives the right to seek the Seller’s liability for damage or loss caused directly or indirectly.
The dimensions, colours and weights of certain materials subject to variations inherent in their nature or manufacture benefit from the usual tolerances. No return may be made without our prior agreement. If the Buyer reworks or has a third party rework parts claimed to be defective, no invoice or expense claim will be accepted without the Seller’s prior agreement. The customer must ensure that its premises and storage conditions are suitable for the proper preservation of the products and offer the safety guarantees required by the regulations in force. No warranty is given by the Seller in this respect. In any event and under no circumstances is the Seller responsible for direct or indirect damage, foreseeable or not, resulting from a possible failure of the product sold. Consequently, no compensation may be claimed from the Seller.
6. Repairs
Repair times are given purely for information and do not bind the Seller, who will endeavour to respect them as far as possible. Payments for repairs are made net and without discount at our establishment; they are due in cash on receipt of the invoice. The warranty is that applied by the repairer. If there is no reply to the repair quotation, the Buyer shall be required to take back at its own expense the equipment entrusted to us within two months of receipt of a registered letter of formal notice. After this period, the Buyer authorizes us to scrap the equipment entrusted and waives any claim for compensation against us in connection with the destruction of that equipment. The equipment will be destroyed or recycled after a period of twelve months from the date of dispatch of the registered letter of formal notice.
7. Quality
Where supplies are approved by the Buyer on the basis of a technical file, the documents issued by our subcontractor are produced under its sole responsibility towards the Buyer.
8. Transfer of ownership
The transfer of ownership of the equipment is suspended until full payment of its price by the Buyer, in principal and accessories, even in the event of payment terms being granted, in application of the French law of 12 May 1980 and of articles L 624-9 and following of the French Commercial Code. Any deposit paid by the Buyer shall remain acquired by the Seller as fixed compensation, without prejudice to any other action. Any clause to the contrary is deemed unwritten.
9. Retention of title
The Seller retains ownership of the goods sold until full payment of the price, in principal and accessories. In the event of safeguard, receivership or liquidation proceedings concerning the Buyer, ownership of the goods delivered and remaining unpaid may be claimed by the Seller. As the goods remain the property of the Seller until full payment of their price, the Buyer is prohibited from disposing of them in order to resell or transform them before this payment. These provisions do not prevent the transfer of risk to the Buyer upon delivery of the goods sold.
10. Export
In the event of export of the delivered products outside the EU, and in particular to Iran, Sudan, Myanmar, Syria or Cuba, as to any country subject to restrictions by the European Union and/or United States authorities, the Buyer certifies that it is up to date with its declaration obligations and with any necessary licences and authorizations, with regard to both the European Union authorities and the USA, and irrevocably guarantees the Seller against any claim in this respect. The Buyer shall provide proof of the necessary authorizations, where applicable, at the written request of the Seller. In addition, the Buyer certifies that no bank, intermediary or financial institution subject to a prohibition by the European Union and/or United States authorities will be involved directly or indirectly in its financial relations with the Seller.
11. Disputes
In the event of a dispute relating to the interpretation or performance of their agreements, the parties give exclusive jurisdiction to the Commercial Court of Nanterre, France.