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General terms and conditions of sale

PREAMBULE

The following terms and conditions of sale replace all previous conventions and contracts between FORECREU and its clients, and cover all FORECREU sales and prestations in France and abroad. The client acknowledges that they have read the present conditions of sale and will abide by them. Any and all orders imply that the client accepts these conditions and renounces any claim to set their own terms and conditions of sale. Any modification of the following general terms and conditions of sale will only be considered valid with the written approval of FORECREU. FORECREU's derogation for a specific operation to any of the clauses of these general conditions of sale can not be interpreted later as a waiver of the benefit of one of said clauses.

I.ORDERS

a) The terms and conditions of sale are only considered valid after the explicit acceptance of the order by FORECREU, substantiated by an acknowledgement of receipt. The product will be manufactured in accordance with the terms of the acknowledgement of receipt. However, the client may not use the absence of an acknowledgement of receipt to cancel or modify their order without the explicit agreement of FORECREU.
b) Any reply from a client containing a modification on any point will be considered as a change of the original quote. FORECREU reserves the right not to process these quotes.

II. TOLERANCES

a) The specifications given in our catalogues, brochures etc.. are only guide values.
b) The qualities, quantities, volumes, weights and dimensions of our products are subject to the tolerances given in the quote and confirmed in the acknowledgement of receipt.

III.DELIVERIES

a) The sale of our products is subject to the general conditions of sale and to eventual conditions negotiated with the client.
b) Unless otherwise negotiated, products are considered sold when they leave the factory. Transportation of products is to be paid for by the client and at the clients risk, regardless of the method of transportation.
c) All packaging is to be paid for by the client, unless otherwise negotiated.

IV. COMPLETION DEADLINES

a) The completion date for products leaving the factory, or for product delivery, as indicated in article III, will be the one indicated by FORECREU in the acknowledgement of receipt unless otherwise negotiated. The given completion date is informative and non-binding, although estimated as accurately as possible.
b) Delays may not result in damages, deductions, compensation or cancellation of orders under any circumstances, unless agreed by both parties.
c) Regardless of cause, completed products may only leave the factory when the client has fulfilled all of their obligations toward FORECREU.
d) If the client does not pick up the finished products, they will be stored at the client's expense and risk.
e) After a delay of 30 days, FORECREU reserves the right to make free use of products that have not been picked up, without exposing themselves to damage payments.

V. FORCE MAJEURE

FORECREU cannot be held responsible in the event of force majeure, or considered as responsible. Considered as cases of force majeure are events, such as: political disturbances, riots, wars, acts of government, total or partial strikes internal or external to FORECREU, lockout, difficulty of supply or transport, failure of its suppliers or sub- contractors, breakdowns of equipment, fires, floods, natural phenomena and, more generally, all circumstances beyond the control of FORECREU, as well as any other causes recognized by law or the courts.

VI. RECEPTION

a) It is the duty of the client to check the products upon delivery, and, in the event of damage, to take action against the logistics organisation responsible for delivery.
b) Complaints: Complaints must be lodged in writing within a reasonable delay after the products have been made availiable. The client must give all justification and give FORECREU all and every possibility to verify the complaint is founded, and, if such is the case, to remedy the issues. In the event of a justifiable complaint within the delay fixed in article VI-b, FORECREU will replace the product, however the client may not demand other form of indemnity. If parties cannot agree as to if the products are flawed or not, a definitive analysis will be undertaken by FORECREU's laboratories.
c) Returns : All returns must be formally approved by FORECREU prior to return, the logistics of which are at the expense and risk of the client, except in case of fault or anomaly attributable to FORECREU and proven according to the above articles.

VII.GUARANTEE

a) FORECREU products are guaranteed against material or manufacturing faults as of the order placement date.
b) Under this guarantee, FORECREU's only obligation is to replace products which have been found to be defective, no other indemnity is possible.
c) The client must return products found to be defective, or make them available to FORECREU for testing, as per FORECREU's instructions.
d) In the event of the application of this guarantee, all defective products which have not been repaired become FORECREU's property.
e) Defects caused by natural wear, by an external accident, abnormal use, storage in an inappropriate or damaged environment, as well as product modifications which were not envisaged by FORECREU and not specified in the specific conditions are excluded from the guarantee.

VIII. PRICE

a) FORECREU's prices are established taking into consideration the economic conditions at the date they were published. They can be modified without warning as per legislation.
b) The only valid prices are those in force at the time of the order confirmation by FORECREU
c) Unless otherwise negotiated, they do not include packaging, transport, insurance, tarifs and customs costs or VEA (Alloy Price Changes)  applicable at the date of delivery.

IX. PAYMENT CONDITIONS

a) Products sold are billed when they leave the factory. Invoices are due as soon as they are issued and payable to FORECREU's head office.
b) In the event of a first order, payment is done by bank transfer, production only begins after FORECREU have recieved payment.
c) In other cases, except when otherwise negotiated, payment must be sent within 30 days by bank transfer.
d) For certain orders, a down payment or deposit may be requested at the time of order or delivery.

X. SUSPENSION

Any deterioration of the financial state of the client, cessation of payment or judicial redress/restructuring will result, if FORECREU so wishes, in the suspension of all of FORECREU's obligations toward the said client.

XI. RETENTION OF TITLE

Products sold by FORECREU remain their property until payment is totally completed, however all responsibility is transferred to the buyer or an agreed upon incoterm when the merchandise leaves the factory. Until payment is completed, the Client will refrain from all use or sale of this merchandise without FORECREU's explicit and permission. However, as part of a normal operation, the use and resale of these products by the buyer are possible. In case of partial or total non-payment of the price at the due date for any reason whatsoever, FORECREU may demand by right and without formality the return of all the goods at the expense and risk of the buyer.

XII. DELAYS IN PAYMENT

In the event of non-payment of any order by the date due, all amounts owed by the buyer will be immediately and automatically due without further formalities and will result in the automatic suspension of all future deliveries.

XIII. DELAY PENALTIES (INTEREST)

In the event of delayed payment of either all or a portion of the sum owed by the client, interest will be applied on the outstanding amount, as allowed by, and at the rate of French law at the time. In addition, a one time payment of 40€ will be applied, as per Decree 2012-1115 (2nd October 2012, published on the 4th), and this from the due date of outstanding payments. These interests will be due directly after a formal notice has been sent.

XIV.RESOLUTION RESILIATION

In the event any of the buyers obligations are unfulfilled, in particular, in the event of late payment as well as in the event of judicial reorganization, cessation of payment, equity participation in the company of the customer, or modification of legal or financial structure, after a formal notice sent in the form of a priority letter with acknowledgement of receipt, if, within 48 hours of the reception of this letter the situation remains unresolved, all contractual relations may be terminated if FORECREU sees fit without further legal formalities.

XV. PENALTY CLAUSE

In case of non-payment of all of or a part of the due sum, FORECREU may, as expressly agreed, demand a penalty sum in addition to the due sum, of a value of 20% of the overall due sum, this from 7 days after the delivery of a formal notice in the form of a priority letter with acknowledgement of receipt, and without other formalities.

XVI. SEVERABILITY CLAUSE

If any of the conditions of the contract: general, particular, addendum or annexe, is found to be in infraction a law of public, national or international order, only the clause in question may be annulled, all other clauses and arrangements of the contract remain valid and binding. In this event, FORECREU and the client will negotiate in good faith, in order to write a new clause to replace the one which has been annulled.

XVII. LANGUAGE

The official language of these General terms and conditions of sale, as well as all other negotiated conditions, can and may be translated to aid the buyer, however only the French version is legally binding.

XVIII. JURIDICTIONS

All and any dispute/litigation must be settled under the sole jurisdiction of the Courts closest to FORECREU's headquaters, even in the event of the introduction of third parties, or the plurality of defendants.

XIX. GOVERNING LAW

The General terms and condtions of sale, as well as particular conditions, their intepretation and execution, are under the jurisdiction of French law.


REV0 17/10/2016