1 - GENERAL
Sales made by ADC are subject to the following clauses and conditions, which our buyers cannot deviate from, unless expressly accepted by us. Placing an order implies the buyer's full and unconditional acceptance of these conditions. The fact that ADC does not avail itself of these conditions at a given time cannot be interpreted as a waiver of the said conditions. They prevail over any different or contrary clauses appearing on the documents or correspondence and in particular over the customer's general terms and conditions of purchase.
2 - ORDERS / PRICES / DELIVERIES
* Any order will only be deemed accepted by ADC if it has been confirmed in writing, by fax, mail or e-mail.
* Prices are given for information purposes during consultation and without any commitment of duration. Our products are supplied at the price in effect at the time the order is shipped.
* Sales to foreign countries are settled by the INCOTERMS (CCI) in force at the time of sale.
* Prices are exclusive of tax. Any tax, duty or other service payable under French law or that of an importing country or a transit country are the responsibility of the purchaser.
* Acceptance of our deliveries implies verification by our customers of the nature, quantities, weights and volumes delivered. Upon receipt of the goods, any claim concerning the delivery may only be taken into account if a written reservation has been recorded on the signed delivery note given to the carrier. The absence of a reservation, upon receipt of the products by the Customer or his representative, extinguishes any claim relating to apparent defects or damage.
* When they are the subject of a particular manufacture, the quantities invoiced may differ by up to 10% of the quantities ordered, this tolerance cannot give rise to any dispute on the part of the customer.
* The delivery times mentioned are given for purely indicative purposes and in no way constitute strict deadlines. ADC shall not be held liable in the event of delays or difficulties in delivery due to strikes, lack of trucks, fire, as well as in all cases of force majeure or fortuitous events, war or internal unrest, natural disasters, shortage of raw materials. Any delays shall not give the buyer the right to cancel the sale, refuse the goods ordered or claim damages.
ADC may be released from all or part of its obligations without being able to claim damages if fortuitous events or force majeure occur that prevent or delay either the manufacture or shipping of the products.
3 - GUARANTEES and RESPONSIBILITIES
It is the customer's responsibility to check that the products ordered from our company correspond to their needs and their destination, the customer being solely responsible for making the products suitable for the use for which they are intended.
The technical specifications that the Customer undertakes to read before using the product are given for information purposes only and despite any technical assistance that may be provided by ADC, the Customer will remain solely responsible for any damage resulting from the use of the product sold; ADC is in no way responsible for this use and its consequences. It is the customer's responsibility to check the goods upon delivery, this check must in particular cover the references, quantities and quality of the goods as well as their conformity with the order.
Any complaint concerning the products sold by ADC must be made in writing within 8 days following the date of receipt of the products by the customer or any third party designated by him. After this period of 8 days, the products are deemed to comply with what was ordered and no further claims will be accepted by ADC.
Any claim formulated differently or reaching us later and/or indirectly, will not be taken into account and will be considered non-existent.
If a claim is justified, our obligations are limited to replacing the defective goods or to a discount, at ADC's discretion, to the exclusion of any compensation for any reason whatsoever.
No action, for damages or otherwise, relating to the goods delivered or to a failure to deliver goods may be brought against ADC for an amount exceeding the purchase price of the goods to which the action relates.
The customer must allow ADC to note the defects, it being specified that these will only be taken care of by our company under its warranty if they have been noted and proven by our company.
4 - PAYMENT TERMS
Our sales are made in cash, unless otherwise agreed between the parties.
The special conditions appear on our invoice.
Any departure of goods made up to the last day of the month is considered as the value of the month. The provision of the products triggers the invoicing.
When payment is made by the creation of commercial paper that must be accepted by the customer, these must reach ADC within a period of eight days, failing which ADC will be entitled to demand immediate payment of the full price.
In the absence of full payment of the price on the due date resulting from the period provided for in these general terms and conditions of sale and appearing on the invoices, the customer will be automatically liable for a late payment penalty according to the conditions indicated on the invoice, it being specified that this penalty will be payable 8 days after a formal notice to pay the price has remained without effect. This penalty based on the total price not paid on the due date will run until the date of full payment of the price and its accessories.
In the event of non-payment of a due date, all sums still owed by the customer to ADC will become immediately payable 8 days after sending a formal notice letter that has remained unsuccessful.
Furthermore, any payment incident will authorize ADC to automatically suspend the execution of all other current orders.
The customer must reimburse ADC for all costs incurred by the recovery, by a litigation department or otherwise, of unpaid sums, including a fixed compensation equal to 10% of the amount of the sums due.
In the event of sale, assignment, contribution or transfer by any means of the business or its equipment by the customer, the sums still owed to ADC will become immediately payable.
5 - NON-PAYMENT and RETENTION OF TITLE CLAUSE
ADC retains ownership of the goods sold until full payment of the price, in principal and accessories. The delivery of a bill of exchange or other securities creating an obligation to pay does not constitute payment within the meaning of this clause, payment being made only upon actual collection of the price by ADC.
In the event of non-payment of the price eight days after a formal notice has remained unsuccessful, the sale will be terminated automatically if ADC sees fit, which may then request the return of the products without prejudice to any other damages or actions.
In the event of receivership or judicial liquidation of the buyer, ownership of the goods delivered and remaining unpaid may be claimed by ADC. These provisions do not prevent the transfer to the buyer, upon delivery, of the risks of loss and deterioration of the goods sold, as well as any damage they may cause. The goods remaining the property of ADC until full payment of their price, the buyer is prohibited from disposing of them for resale or transformation before this payment. The Customer is prohibited from modifying the packaging of the products in its stocks.
The costs incurred by the recovery of the products will be borne by the customer.
The customer who has custody of the products, undertakes to keep the unpaid products in perfect condition and to make known the place where they are delivered and to keep them available. (law of January 25, 1985, amended by the law of June 10, 1994 and law n° 2005-845 of July 26, 2005, Commercial Code Art. L624-16, Order n° 2006-346 of March 23, 2006, art. 48 I Official Journal of March 24, 2006).
6 - LOSS OF TERM / STOPPAGE OF DELIVERIES
Consequently, failure to pay an invoice on its due date will immediately make payable at our sole discretion and without prejudice to any other course of action, all sums owed to ADC, even if not yet due, without formal notice and will result, at our discretion, in the cessation of all deliveries until full payment of the unpaid sums (see law of 12 May 1980).
7 - RESOLUTORY CLAUSE
Notwithstanding what is specified above, non-payment on the due date of all or part of the goods gives ADC the right to terminate the contract and to take back the unpaid goods at the buyer's expense, without prejudice to any damages, eight days after formal notice by registered letter with acknowledgement of receipt has remained unsuccessful.
8 - JURISDICTION
All disputes shall be under the exclusive jurisdiction of the Commercial Court of
Valence regardless of the place of delivery or the method of payment, even in the event of a warranty claim or multiple defendants, summary proceedings or conflicting attribution clauses. These general terms and conditions of sale are subject to French law in the context of international or community sales.