S.A.S. au Capital de 850 011,90 Euros
SIEGE SOCIAL : Z.I. du mariage, 38 rue des bruyères 69330 PUSIGNAN
TEL. + 33 (0) 4 72 93 15 50
T.V.A. Code : FR 69 937 920 390
RCS Versailles 437 920 390
ADVANCED SILICONE COATING
S.A.S. au Capital de 850 011,90 Euros
1 – APPLICATION :
1.1. By the very fact of placing an order, the Buyer acknowledges having taken knowledge and accepted these delivery terms.
1.2. Any provisions inconsistent herewith that are stipulated by the Buyer or appear on the Buyer's business documents shall be valid only if accepted beforehand by ADVANCED SILICONE COATING in the form of written contract signed by the Buyer and ADVANCED SILICONE COATING.
2 - PRICES :
2.1. Prices stated in our price lists are for guidance only. They do not take into consideration the particularities of contracts. They can be modified according to those particularities.
2.2. Prices shall become firm and final only by acknowledgement of receipt of order.
2.3. Unless otherwise agreed between the parties, prices are understood to be ex-works (ICC90).
3 - EQUIPMENT SUBMIT TO SPECIAL LEGAL OBLIGATIONS :
Some equipment which are submitted to exportation licenses can be delivered only after obtaining these licenses. For the equipment submitted to control of final destination the customer will have to respect the non-transfer of goods, during 5 years after delivery.
4 - DELIVERY AND ACCEPTANCE
4.1. Our delivery dates are in all cases stated as a guideline only, they do not take into account unforeseeable circumstances or cases of force majeur.
4.2. We shall not be held liable for any losses or damages caused by any delay in delivery
4.3. Any late payment by the Buyer may lead to the temporary suspension or definitive discontinuance of our shipments.
5 - TRANSFER OF OWNERSHIP AND OF RISK
5.1. Transfer of risks occurs as of the moment the forwarding agent has loaded the goods at the place of loading in our plants unless otherwise agreed between the parties.
5.2. Transfer of ownership shall occur only after the Buyer has discharged all its obligations towards ADVANCED SILICONE COATING. In the meantime, the Buyer shall be liable for paying the price of the goods as well as for their loss and any and all damages sustained by the goods. In cases where the Buyer has leased the premise where the goods are stored, it shall give the owner of the premises prior written notice concerning this retention of ownership. In the event of non-payment of the total amount of the invoice, either at the due date stipulated or at the maturity date for any time extension granted, we shall, in addition to our right to claim the goods concerned, automatically and as of right resume full ownership of the goods delivered. With respect to the defaulting Buyer, the mere presentation by ADVANCED SILICONE COATING of the unpaid invoice shall be deemed a resumption of ownership.
6 - RETENTION OF TITLE :
THE PROVISION OF FRENCH LAW N° 8598 DATED JANUARY 25th 1985 CONCERNING THE RETENTION OF TITLE IN THE EVENT OF JUDICIAL RECONSTRUCTION OR WINDING-UP OF THE BUYER UNDER COURT SUPERVISION, DELAYING THE TRANSFER OF TITLE UNTIL FULL PAYMENT OF THE PRICE OF THE GOODS DELIVERED, SHALL APPLY TO THIS AGREEMENT. IN PURSUANCE, IT IS EXPRESSLY AGREED THAT ADVANCED SILICONE COATING SHALL RETAIN FULL TITLE TO ALL GOODS DELIVERED TO THE BUYER. THIS RETENTION OF TITLE SHALL REMAIN APPLICABLE UNTIL THE PAYMENTS CORRESPONDING TO THIS DELIVERY HAD BEEN MADE.
7 - PAYMENT - INVOICES - CANCELLATION
7.1. Without special payment conditions negotiated with the Buyer, the payment will be done in advance by check / D/C irrevocable and confirmed / bank transfer before shipment with a proforma invoice.
7.1.2. In the event of late payment ADVANCED SILICONE COATING shall invoice, after a formal notice, a penalty equal to available rate applicated by the BCE at its more recent refinancing operation, charged with an additional rate of 12%. Any total or partial delay in payment shall entail a compensation for recovery costs to at least forty euros (40 EUR) for each invoice that has not been paid in time.
7.1.3. Any comments concerning our invoices shall be made in writing within 10 (ten) days after the date of invoice, and without thereby entailing any suspension of the scheduled date of payment.
7.2. In the event that the Buyer is led to sell or to deliver its equipment or business assets, or to have such equipment or business assets encumbered with any form of surety, or to dispose thereof in any manner whatsoever, or in the event of any no payment at due date, any amount still unpaid including all other charges to be borne by the Buyer shall immediately become due and payable. Regardless of the terms and conditions previously agreed upon.
8 - WARRANTY
8.1. ADVANCED SILICONE COATING warrants against any defect in material and workmanship any parts manufactured by it or according to its drawings and delivered by it.
Without special conditions, duration of warranty is one year following the delivery date.
8.2. This warranty will be applicable only if the goods are stored and maintained, operated in accordance with the instructions of ADVANCED SILICONE COATING including adhesion to recommended ingredients and spares. Installation shall comply with the instructions set out in the maintenance manual.
8.3. The incorporation by the Buyer in any system or equipment of any modification, which has not been recommended by or received the prior approval of ADVANCED SILICONE COATING, shall cause the warranty to cease.
8.4. The contractual warranty is limited to the replacement or repair at the ADVANCED SILICONE COATING agreed repair station, at ADVANCED SILICONE COATING's choice, of the presumed defective parts which have been returned to it and which it has recognized as being defective. The shipment costs outbound and for return parts, insurance and customs expenses and other charges, as well as the expenses incurred by the Buyer for the removal, re-installation and adjustment operations shall be borne by the Buyer.
9 - CLAIMS
9.1. Once a shipment has been received, the Buyer undertakes to immediately perform all necessary checks in view of presenting any claim for improper or defective deliveries.
9.2. In order to be valid, such claims must be laid down in a written document addressed to our sales department within 10 (ten) days after the date indicated on the waybill or consignment note. We reserve the right to check, during 10 (ten) days following receipt of such notice, the validity of the claim as well as the goods damaged or presumably affected by any patent defect.
9.3. Our liability shall be restricted, as we see fit, either to the replacement of the material within our delivery lead times and insofar as the goods are available, or to the repair of the part of the delivery on which a claim was made. Improper or defective deliveries shall under no circumstances give rise to claims for compensatory damages, regardless of the possible consequences ensuing from such deliveries.
9.4. In the event that damages in packaging are noted at the time of acceptance of delivery or incomplete deliveries, the Buyer shall immediately carry out the necessary formalities so as to challenge the forwarding agent's liability where appropriate.( Art 105 French Commercial Code: right of recourse 3 days).
10 - RETURN OF GOODS
No goods may be shipped back to us without prior authorization from us in writing. Any unauthorized return shall be made at the Buyer's risk and expense, including storage charges for goods in a warehouse of our choice.
11 - ARBITRATION
11.1. Those Terms and Condition of sale are subject to the French law. All disputes arising in connection with the present agreement shall be finally settled under the rules of conciliation and arbitration of the International Chamber of Commerce by one or more arbitrators designated in accordance with the said rules.
11.2. This agreement is governed by the laws of France and the seat of arbitration shall be in Nanterre, France. Cash on delivery shipments, and the creation and acceptance of any security, shall not entail any novation or exemption from this arbitration clause which shall be fully effective in the event of credit sales, as stipulated above, with respect to any difficulties concerning the formation or discharge of the pledge or surety.
11.3. In the event that any clause or provision laid down in this agreement is deemed null and void for any reason whatsoever, whether related to public policy or statutory provisions, only that clause or provision shall be deemed null and void with the agreement remaining valid in all other respects.
12 - Indirect Damages
ADVANCED SILICONE COATING waives all responsibility relative to indirect damages that could result from the supplied products for any cause whatsoever.