The present SALES TERMS replace all previous binding agreements between Forécreu and its clients, and cover all sales and services provided by Forécreu in France and abroad. The purchaser acknowledges that he has read the present general sales terms, and that he accepts them. Any order entails on his part that he waivers the right to avail himself of his own general terms of sale. Any change in the present terms of sale must be agreed upon in writing by Forécreu. The fact that Forécreu departs from one of the clauses of these general terms of sale cannot subsequently be interpreted as a waiver of the benefit of the said clauses.
a) The sales contract does not become binding until explicit acceptance of the P.O by Forécreu, confirmed by an order acknowledgement. The material will be produced following the indications in the order acknowledgement.
However, the customer may not invoke the absence of a signed receipt to cancel or change his order without
the formal agreement of Forécreu. b) Any response of the purchaser containing a change of any point
whatsoever will be considered as a change of the offer, and the order will not have to be honoured if Forécreu so wishes.
II. SUPPLIES AND TOLERANCE
a) The details mentioned in our catalogues, flyers, etc. are for purposes of information only.
b) Except for special terms, the qualities, quantities, volumes, weights, and sizes of our products are subject to the general tolerances as per our specifications in our quotation and confirmed in our order acknowledgement.
a) Our products are sold according to the present general sales terms and the possible special terms negotiated with the customer.
b) Except in the event of a clause to the contrary, these products are considered to be sold ex works, not
including packing, shipping and insurance and shipped always at the expense and risk of the consignee, whatever the method of shipment.
c) All expenses of packing and support are payable by the purchaser except in the event of special provisions.
IV. DELIVERY TIME
a) Shipping date ex works or delivery of products, under the terms defined in article III, starts, except in
the event of special term, on the date mentioned by Forécreu on the order acknowledgement.
The delivery date is determined as precisely as possible, but is for purpose of information only.
b) Delivery time longer than that agreed upon cannot give rise to damages, deductions, compensations, or cancellation of the order for any reason whatsoever.
c) In any case, shipment ex works and/or delivery can take place only if the customer has complied with all his obligations to Forécreu.
d) If the purchaser does not take delivery of the products ordered, they will be stored and warehoused at the sole expense and risk of the purchaser.
e) After a period of 30 days, Forécreu reserves the right to freely dispose of the goods that have not been taken possession of without prejudice to possible compensation for damages.
V. FORCE MAJEURE
The Forécreu Company is exonerated from all liability in the event of force majeure of anything considered as force majeure. By explicit agreement the following events are considered as cases of force majeure or accidental : political disorders, riots, wars, prohibition imposed by a government, total or partial strikes external or internal to the Forécreu Company and its sub-contractors, lock-outs, supply or transport difficulties, faults on the part of suppliers or subcontractors of Forécreu, equipment breakdowns, fire, flood, natural phenomena and more generally all circumstances beyond the control of Forécreu as well as any other causes recognized by the law or by the courts.
a) Reservations: It is the responsibility of the purchaser to verify the shipments on arrival, and to handle recourse against transporters if necessary.
b) Claims: Claims must absolutely be made by writing within a reasonable period after the products
are placed at the purchaser’s disposal. The customer must supply all proofs and do everything necessary to allow Forécreu to verify the validity of the claim and to remedy the claim if necessary. In case of justified claims made within the period indicated in article VI-b, Forécreu supplies the product of replacement, without compensation required by customer. In the absence of an agreement between the parties on the conformity of the delivery, a mutually accepted and final appraisal will be carried out by the Forécreu laboratories.
c) Return : Any return of a products must be covered by a prior and formal agreement by Forécreu, the expenses and risks of return being payable by the purchaser, except in the event of a fault or anomaly due to Forécreu, confirmed in accordance with the above articles.
a) Our products are guaranteed against any flaw in material or manufacture, starting with the departure from Forécreu under the agreed SPEC at the time of order/delivery.
b) Under this guarantee, the obligation of Forécreu is solely limited to products recognized as defective by Forécreu, all other compensation being explicitly excluded.
c) The customer must return the defective element or keep it at the disposal of Forécreu for verification, according to Forécreu’s instructions.
d) In application of the present guarantee, in the event of replacement, the products deemed defective become the property of Forécreu, if they have not been transformed.
e) The defects or damage caused by natural wear and tear, by an external accident, abnormal use, defective or inappropriate storage or ware housing, as well as modifications of products neither planned nor specified by Forécreu under special terms, are excluded from the guarantee.
a) Forécreu prices are established according to the economic conditions prevailing in the date they
are published, and may be changed without notice within the framework of the law.
b) The prices applicable are those in effect on the day of the sending of the order acknowledgement by the Forécreu Company.
c) Except in the event of a provision to the contrary, prices do not include the costs of packing, transport,
insurance, taxes and customs duties as well as the extra alloy surcharge applicable at the date of shipment.
IX. TERMS OF PAYMENT
a) The products sold are invoiced ex works. The invoices are payable on issue within accepted payment terms to the Forecreu Head office.
b) For the first order, payment is made by bank transfer, the shipment ex works of the products ordered taking place after Forécreu receives payment.
c) In other cases, except in the event of special terms, payments will be made by bank transfer at 30 days.
d) For some orders, an advanced payment (total or partial) while placing order and/or before shipment
may be required.
Any modification in creditworthiness will result in suspension of all the obligations of Forécreu if Forécreu so wishes
XI. PROPERTY RESERVE
The products sold by Forécreu remain the property of Forécreu until full payment, all the risks being transferred to the purchaser as soon as these products leave the factory or at incoterm place. The customer may not use or transfer products without the explicit written permission of Forécreu. However, as part of normal operation, the use or resale of these products by the purchaser are possible. In the event of partial or total non-payment of the price by the date due for any cause whatsoever, Forécreu may demand de jure with no prior formality the return of all the goods unused, at the purchaser’s risk.
XII. LATE PAYMENT
If payment is not made by the deadline, all the sums due by the purchaser will be immediately payable de
jure with no other formality, and will automatically entail the suspension of all subsequent deliveries.
XIII. DEFAULT INTEREST
In the event of late payment, of all or part of the sums due by the customer, default interest will be payable de jure at the prevailing legal rate in France and plus an amount of 40€ according to Decree n° 2012-1115 on 2nd October 2012, 4th JO, starting from the due date. The interest is due as soon as formal notification is sent.
XIV.TERMINATION AND CANCELLATION
In the case of non-execution of one of these obligations incumbent on the purchaser and in particular in the event of delay in payment as well as bankruptcy, suspension of payment, acquisition of shares in the customer’s company, change in legal or financial structure, all the contractual relations may be terminated and cancelled de jure if Forécreu so wishes, after a formal notification by registered letter with signed receipt has remained unanswered during a period of 48 hours starting with receipt of the letter, with no other legal formality.
XV. PENAL CLAUSE
In the event of non-payment of all or part of an invoice by the due date, Forécreu may, by explicit agreement, demand in addition to the sums that remain due, a penalty of 20% of these sums, after a formal
notification by registered letter with signed receipt has remained unanswered during a period of 7 days starting with receipt of the letter, with no other formality.
XVI. DIVISIBILITY CLAUSE
If one of the clauses of the present general or special terms, addendum, appendices, were contrary to a national or international established law, only the clause concerned would be cancelled, the other provisions remaining valid. In this case, Forécreu and its customers would negotiate in good faith to draft a new clause and replace the cancelled clause.
The official language of the present general terms of sale as well as special terms is French. The present
general or special terms may be translated for the convenience of purchaser, but only the French version
is to be considered authentic.
Any dispute whatsoever will be under the exclusive jurisdiction of the Courts of the head office of FORECREU, even in the event of an introduction of a third party or plurality of respondents.
XIX. APPLICABLE LAW
The interpretation and execution of the present general terms of sale as well as the special terms are governed by French law.