These general terms and conditions of sale (GTCS) are systematically sent or given to each buyer to allow them to place orders.
They are also provided to any customer requesting them.
They form the basis of sales negotiations in accordance with Article L. 441-6 of the Commercial Code.
Consequently, order placement implies the buyer’s full and unconditional acceptance of these GTCS, to the exclusion of any other document, such as prospectuses or catalogues, issued by C.I.S.M. which are provided for information purposes only.
No special condition shall take precedence over these general terms and conditions of sale without the formal written agreement of C.I.S.M. Auvergne. Therefore, any contrary condition raised by the buyer will not be binding on C.I.S.M. Auvergne unless expressly accepted, regardless of when it might be brought to C.I.S.M. Auvergne’s knowledge.
In the event of sales for export, Articles 4.3, 9.1.2 and 9.3.3 replace the equivalent provisions of these general terms and conditions of sale applicable to sales in France.
Orders are final only once confirmed in writing by S.A. C.I.S.M. Auvergne, either by mail or by fax.
Any modification or termination of the order requested by the buyer will be taken into account only if it is received in writing before the start of manufacture of the products.
Delivery is made either by direct delivery of the product to the buyer, by notice of availability, or by transfer to a shipper or carrier at C.I.S.M. Auvergne premises.
The buyer undertakes to take delivery within 15 days of notice of availability. After this time, C.I.S.M. Auvergne may consider the order cancelled and the sale unilaterally terminated by the buyer, or storage costs will be charged.
Except as stipulated by another Incoterm, delivery will be made ex-works (EXW), in accordance with the latest version of the Incoterms developed by the International Chamber of Commerce.
Deliveries are made only on the basis of availability and in the order of arrival of orders. C.I.S.M. Auvergne is authorised to make complete or partial deliveries.
Delivery times are given as precisely as possible but depend on C.I.S.M. Auvergne’s supply and transport possibilities.
Delivery time overruns grant no right to damages, withholdings, or cancellation of current orders.
4.4.1 Risk transfer for sales in France
Unless otherwise agreed, the products are delivered ex works and risks are transferred ex works, including for carriage-free sales.
In any case, the products travel at the risk of the recipient who, in the event of any damage or shortfalls, is responsible for making all necessary observations and confirming reservations by registered letter sent to the carrier within 48 hours of receipt of the goods.
4.4.2 Risk transfer for sales for Export
The transfer of risks is in accordance with the Incoterm referred to in Article 4.3.
Without prejudice to measures to be taken with respect to the carrier, claims for visible defects or non-compliances of the product delivered with respect to the product ordered or the packing slip must be made in writing within eight days of receipt of the goods.
The buyer is responsible for providing proof of any defects or anomalies observed. C.I.S.M. Auvergne must be granted any facility to observe these defects and to remedy them. The buyer must not intervene itself or involve a third party to this end.
The products are guaranteed against material defects or defects of workmanship for a period of two years from the date of delivery.
Under this warranty, C.I.S.M. Auvergne is responsible only for replacement free of charge or reimbursement (at C.I.S.M. Auvergne’s choice) of the product.
Repairs or replacements under warranty do not extend the warranty period.
C.I.S.M. Auvergne cannot be held liable for indirect damages caused to the buyer, such as loss of profits or loss of operation.
C.I.S.M. Auvergne cannot be held liable for any damage caused to open a door if keys are lost, or any costs incurred by the time required to make new replacement keys.
Furthermore, new keys may be made only upon presentation of the ownership card that is delivered with each product. C.I.S.M. Auvergne cannot be held liable for indirect damages caused to the buyer if it is unable to provide the ownership card.
The customer is required to inform any sub-purchasers of the products of the importance of the ownership card.
Defects and damage caused by normal wear, incorrect assembly, abnormal use or storage under inappropriate conditions are excluded.
Except as expressly stated specific conditions of sale, or a quotation established for a custom product, the prices of the products are those indicated in C.I.S.M. Auvergne’s price list on the day of the order.
For custom-developed products, the price is that established in the estimate.
On the date of the estimate, this price is firm and final for a period of 60 days though they may be increased in the event of a change to the order requested by the Customer.
This price will be revised after the expiry of the 60-day period.
All taxes, duties or other amounts payable under French regulations or those of an importing country or a transit country shall be borne by the buyer.
Except agreed in writing by C.I.S.M. Auvergne, shipping costs are always borne by the buyer.
Should C.I.S.M. Auvergne be required to bear costs which, according to the general terms and conditions of sale, owed by the buyer (transport, insurance, etc.), the amount of these expenses must be reimbursed by the buyer to C.I.S.M. Auvergne, because not included in the price.
8.1 In France
Unless otherwise agreed, payments must be made 60 days net of the invoice date by signed and accepted bill of exchange or by bank transfer.
8.1.2 For export
Unless otherwise expressly stated or resulting from a practice established between the parties in previous agreements, the price and all amounts owed to C.I.S.M. Auvergne by the Buyer must be paid by documentary credit.
Unless otherwise stipulated, the Buyer ensure that a major bank issue documentary credit to C.I.S.M. Auvergne, in accordance with the Uniform Customs and Practice for Documentary Credits published by the ICC and sent at least 30 days before the agreed delivery date or at least 30 days before the starting point of the agreed delivery period. Unless otherwise stated, the documentary credit must be payable on demand and permit partial shipments and transshipments.
No discounts will be granted for cash payment.
8.3.1. Suspension of current orders
In the event of late payment, C.I.S.M. Auvergne may suspend all current orders, without prejudice to any other course of action.
8.3.2. In the event of late or lack of sales in France
Any late payment or payment incident will entitle C.I.S.M. Auvergne to demand cash or advance payment for subsequent orders.
Any amount not paid at the due date on the invoice shall result in penalties under Article L. 441.6 of the Commercial Code.
In the event of non-payment 30 days after formal notice remaining unanswered, the sale will be terminated as a matter of right if C.I.S.M. Auvergne decides to request refund of the products as interim relief, without prejudice to any other damages.
8.3.3. Default interest in the event of late or non-payment for export sales
Should either party fail to pay the amount due at maturity, interest will be applied as a matter of right by the other party starting on that date until the day of effective payment.
Unless otherwise specified, the interest rate is equal to the average short-term bank loan rate in the payment currency at the place of payment plus two points. Should such a rate not exist at this place, the rate of the country of the payment currency will be applied, and in the absence of that rate, the appropriate rate set by the law of the State of the payment currency will be applied.