General Conditions of sale
"Seller" : INTERGRAPHIC, SAS au capital de 2.000.000 €, ZA VOGELAU – 9 rue du Château d’Angleterre F-67300 SCHILTIGHEIM, RCS STRASBOURG 382 743 680.
"Buyer" : Any professional contracting for his business purposes
"Goods" : Any and all goods, and/or equipment, and/or spare parts and/or services supplied by the Seller to the Buyer
The conclusion of the sale leads automatically to the complete and unconditional acceptance of these general conditions of sale.
These general conditions of sale shall apply to the exclusion of any other general conditions, in particular the general conditions of purchase of the buyer.
The Seller reserves the right to modify at any time these general conditions of sale. The applicable version will be the one in effect at the time of the conclusion of the sale.
3. Conclusion of the sale
The Seller issues a pro forma invoice and/or a contract of sale to the Buyer indicating :
- the designation and the specifications of the goods,
- the price of the goods without any taxes and the amount of the deposit to be paid at the order,
- the terms of payment,
- the conditions and delivery times which are provided solely for informative purposes,
- where required the conditions of installation and staff training,
- the possible application of a contractual guarantee.
The sale is deemed definitively concluded only after return of the pro forma invoice and/or the contract of sale signed and stamped by the Buyer and payment of the quoted deposit.
By doing so, the Buyer recognizes that the Seller has provided him with all necessary information to express his needs, without any obligation for the Seller to seek for additional information or to check the supplied specifications, and that he is contracting with full knowledge of the evidence.
Each sale is firm and irrevocable. In case of cancellation by the Buyer, the deposit is non-refundable and remains with the Seller, without prejudice to any damages.
4.Price - payment
Unless otherwise agreed, prices shall be understood to be in EURO, excluding taxes, net without any discount or deduction on the basis of the rate in force at the time of the signing of the order.
The prices may be increased by the Seller in the event of changes or addition of extra goods by the Buyer after the order.
The payment of the deposit takes place as indicated in article 3 and the payment of the balance by the date quoted on the pro forma invoice and/or the contract of sale.
Pursuant to Article L 441-6 of the Commercial Code, penalties for late payment are due the day following the payment date quoted on the the pro forma invoice and/or the contract of sale if the amounts due are paid after that date.
The interest rate applied for the calculation of these penalities is equal to three times the legal interest rate. A fixed amount of 40 EURO will be due for recovery costs, a additional compensation shall be claimed, upon presentation of relevant proof, if the costs exceed this amount.
In addition, if the Buyer fails to effect payment on the agreed dates, the Seller shall have the automatic right to cancel the contract, 48 hours after an ultimate unsuccessful summons and will be able to freely dispose of the goods without being troubled in any way in this respect by the Buyer .
The delivery times are mentionned on the the pro forma invoice and/or the contract of sale as an indication only. If there is a delay in delivery the Buyer shall not be entitled to claim any penalty nor to require the cancellation of the contract.
The delivery times run from the date of the payment of the deposit.
Unless otherwise agreed, the sales are concluded according to the INCOTERMS ICC 2010. The applicable INCOTERM will be quoted on the pro forma invoice and/or the contract of sale.
In the event of damages or lack, the Buyer shall make any necessary observation, confirm immediately his reservations on the carrier's delivery note and shall notifiy them by extra-judicial act or by registered letter within 3 days after the receipt, according to article L. 133-3 of the Commercial Code.
Without prejudice to claims taken against the carrier, the Buyer shall notify his reservations within the same timeframe to the Seller. If no such notification has been made by the end of that period, this shall be deemed to constitute implicit acceptance of the goods, the Buyer will not be able to claim later on for any non-conformities, nor visible defects, nor missing products.
6. Reserve of ownership
Any good is sold under reserve of ownership. The transfer of ownership to the BUYER is therefore subject to full payment of the price in principal and related expenses.
All costs and expenses of the claim will be borne by the Buyer
7. Limitation of responsibility
The commitments of the Seller are an obligation of means.
In any event, the responsibility of the Seller does not cover any potential indirect and/ or immaterial damage, that might lead to a profit loss, an operating loss, a production loss, turnover loss, data loss, deprivation of a right, service interruption, deterioration of the brand's image, loss of an opportunity, etc,... without this list being exhaustive,
The responsibility of the Seller cannot be engaged if the completion of the sale has been disturbed, prevented or postponed in the event of unforeseeable circumstances or of force majeure as set out in article 1218 of the civil code.
This covers, in particular, without this list being exhaustive : lock-out, strikes, transportation accidents, wars, lightnings, fires, explosions, floods and other any natural disaster, an act of a third party or of the victim, etc.
Unless otherwise stated the machine is deemed to be sold “as is”.
When the machine is sold “as is” the guarantee against hidden defects is excluded by express agreement.
The Seller may grant the Buyer a contractual guarantee for spare parts, labour and travel valid for a period quoted on the contract from the date of delivery.
In any case the guarantee does not cover the electrical and electronic failures and parts.
10. Governing Law - Court
These general conditions of sale and the sales of which they form part shall be governed by the French law, the application of the Vienna Convention of 11 April 1980 on contracts for the International Sale of Goods is explicitly excluded.
Any disputes and claims which may arise out of or in connection with these general Conditions of sale shall be brought to the courts of Strasbourg that will be exclusively competent including in the event of summary judgments, guarantee call or plurality of defendants, the Seller reserves the right to take the matter to any other Court.