STANDARD TERMS & CONDITIONS OF SALE
ARTICLE 1 – APPLICATION & ENFORCEABILITY
These Standard Terms and Conditions of Sale form the sole basis for commercial negotiation and are, in all cases, sent to or handed to all business Purchasers as the prerequisite for order placement. The placing of an order implies full and unreserved acceptance by the Purchaser of these Standard Terms and Conditions of Sale, which take precedence over any purchasing conditions that may apply. Any contrary conditions applied by the Purchaser will therefore be unenforceable in relation to RABOURDIN, regardless of the point at which such contrary conditions may have been brought to its attention. The fact that RABOURDIN may choose not to invoke any one of these Standard Terms and Conditions of Sale at any given time may not be interpreted as negating its ability to do so at a future time.
ARTICLE 2 – ORDERS
2.1 Standard orders: orders placed become firm and irrevocable from the time at which RABOURDIN notifies the Purchaser that the order has been received and acknowledged. Orders may not be canceled after RABOURDIN has acknowledged receipt of the order; that acknowledgment signaling its acceptance of the order.
2.2 Special orders: these orders do not become firm and will not enter production until the acknowledgement of order receipt issued by RABOURDIN has been accepted in writing by the Purchaser. Special order components will be neither returnable nor exchangeable.
2.3 Minimum order values: the minimum billing value for any order is €50+VAT for Purchasers based in France, and €100+VAT for Purchasers based in other countries.
2.4 Fulfillment lead times: any order fulfillment lead times quoted are purely indicative and non-binding. RABOURDIN is bound only by the obligation to fulfill the order. RABOURDIN will use its best efforts to satisfy the needs expressed by the Purchaser. The obligation of RABOURDIN to fulfill the order is extinguished at the point where the goods are accepted by the carrier for delivery.
2.5 Technical changes: RABOURDIN is committed to applying a constant process of technical adaptation to its products. Consequently, it reserves the right to make any changes to its products that it believes to be useful. Such changes do not affect the nature of the product or its essential characteristics. Changes made between the point of order and the point of delivery may not be used as the basis for order cancellation.
ARTICLE 3 – PRICE
The price is that shown in the price list current on the day of order receipt acknowledgment.
ARTICLE 4 – DELIVERY
4.1 Methods: products are delivered carriage paid, with the delivery charge shown on the invoice. Subject to the express agreement of RABOURDIN and the Purchaser, products may be delivered carriage due.
4.2 Risks in transit: goods are shipped at the risk of the Purchaser, who remains responsible in the event of delay, damage or loss for providing notification of any practical reservations within three days of receipt, in accordance with the terms set out in Article L. 133-3 of the French Commercial Code. As consignee, the Purchaser accepts responsibility for seeking recourse from the carrier concerned.
ARTICLE 5 – WARRANTY AND LIABILITY
5.1 Conditions of application: any defects identified by the Purchaser must be brought to the attention of RABOURDIN within ten days. Products may be returned to RABOURDIN only with the express agreement of the latter. This commercial warranty is strictly limited to those components recognized as defective by RABOURDIN, which will then either replace the products or issue a refund at its own discretion. No other form of compensation will be provided. Replacement components will not be manufactured until such time as the defective component returned to RABOURDIN is agreed by the latter to be defective.
5.2 Limitations: This warranty does not apply to deterioration as a result of natural wear or the occurrence of an external event (incorrect assembly, use or maintenance, any modification made to the product after purchase, etc.).
5.3 Legal guarantee: this commercial warranty does not constitute an impediment to the legal guarantees. The liability of RABOURDIN is therefore limited and may not exceed the amount of payment received from the Purchaser in return for the disputed products supplied.
ARTICLE 6 – SURFACE AND/OR HEAT TREATMENT
6.1 The liability of RABOURDIN in respect of orders for surface and/or heat treatment applied to components entrusted to the latter for this specific purpose by its customers is limited to the cost of the treatment, and expressly excludes any refund of a component damaged as a result of the treatment process.
6.2 Under the terms of Article 1790 of the French Civil Code, where the component entrusted to RABOURDIN was defective, perished or damaged as a result of poor quality, the cost of the treatment or coating applied by RABOURDIN will be met by the Purchaser. More generally, where the raw components provided or specified by the Purchaser were defective in terms of their configuration or material, RABOURDIN accepts no responsibility whatsoever for any damage caused to these components, and may invoice the Purchaser for all the corresponding costs.
ARTICLE 7 – PAYMENT
7.1 Terms of payment: unless expressly agreed otherwise, invoices issued by RABOURDIN are payable 30 days from the end of the month in which they are issued, either by direct bank transfer or by check, with no discount for early payment.
7.2 Late payment or failure to pay: in the event of late payment, RABOURDIN may suspend all outstanding orders without prejudice to any other form of action. Invoices unpaid on their due date will be legally subject to interest chargeable at 10 percentage points above the rate applied by the European Central Bank to its most recent refinancing transaction, in addition to a one-off payment of €40 to cover the cost of collecting overdue invoice payments.
ARTICLE 8 – RETENTION OF TITLE
All products are sold subject to a retention of title clause imposing the express condition that their transfer of ownership is subject to payment in full of the principal amount and any incidental costs. Nevertheless, the retention of title clause does not preclude the transfer of risks to the Purchaser. The Purchaser must ensure that until such time as title is transferred, the products concerned will be kept under appropriate conditions and remain separate from its own stocks.
ARTICLE 9 – DISPUTES
All aspects of the relationship between RABOURDIN and the Purchaser are subject solely to French law. Any dispute arising between the parties shall be brought before the Commercial Court of PARIS, even in case of the introduction of third parties or plurality of defendants.