LACAZE ENERGIES'S GENERAL TERMS OF SALE (version : 20170705)
A Groupe Cahors's company
Unless there are any special terms and conditions that provide otherwise, these general terms of sale
shall apply whatever the general and/or special terms and conditions of the Client. LACAZE ENERGIES shall be entitled to make any changes to the consistency, form, colour or material of its supplies listed on its documents and paperwork.
The weights stated are only approximate and cannot under any circumstance give rise to claims or price reductions. Our supplies are produced to the standard tolerances in terms of dimensions, capacities and thicknesses.
Any tolerance or renunciation by LACAZE ENERGIES of the application of all or part of these terms and conditions, whatever the frequency and the duration thereof, shall not be tantamount to a modification nor shall it give rise to any rights whatsoever.
1. OWNERSHIP – CONFIDENTIALITY
Unless specified, all documents and supports including process, operating modes, plans, diagrams and software supplied by LACAZE ENERGIES remain its property and are strictly confidential. The
technology and the know-how patented or not, incorporated in goods and services included industrial and intellectual ownership related to goods and services remain the exclusive property of LACAZE ENERGIES.
LACAZE ENERGIES only concedes to the client a non-exclusive right of use of goods and services.
In case the order is not confirmed, all documents delivered must be spontaneously rendered within fifteen (15) days.
2. DRAWING UP OF CONTRACT
Period of validity of the offers
All quotes issued by LACAZE ENERGIES are valid for one month as of their issue date, unless they
provide otherwise.
Order confirmation clause
In order to validly accept the quote/offer issued by LACAZE ENERGIES, the Client must ratify the offer or disclose its decision in writing within the period of validity of the offer.
Any exception to the prices or information mentioned in the catalogues, prospectuses and price lists, as well as any verbal undertaking must be confirmed in writing.
An order is considered “firm” and the timescale for fulfilling it begins to run only once the acknowledgment of receipt of the order is notified to the client.
In case of production of "Bespoke" elements, an order will only be deemed to be firm if it is accompanied by a down-payment of 50% of the quote.
In case the credit insurance would not accept any credit coverage for the Client, LACAZE ENERGIES reserves the right to claim a full settlement before any delivery.
3. PRICES
The prices quoted are firm and non-revisable during the period of validity of the offer.
The prices of equipment consisting of elements that must be constructed on site and are confirmed as
such are quoted before tax, including delivery and assembly.
Any delivery comprising a production lead time shall be invoiced at the price stipulated in the offer,
corrected on the date on which the goods are dispatched by applying a price revision formula as set out in the quote. Under no circumstance may a down-payment be considered as locking down part of the value of an order; the revision shall cover the entire price.
4. INVOICING
An invoice shall be issued to the Client upon order dispatching.
5. SETTLEMENT
Terms of payment
All net payments, without rebate for early payment, must be made to the domicile of the seller. No claim by the Client may alter or delay the terms of payment.
Should the Client sell, transfer, pledge or contribute its business goodwill or its equipment and facilities to another company, the money owes to LACAZE ENERGIES must be paid immediately. LACAZE ENERGIES shall be entitled to suspend the execution of its own obligations until full payment.
No return of the down-payment paid upon placing the order
Should the order be cancelled after its acceptance, any down-payment paid shall accrue as a right to
LACAZE ENERGIES as compensation for costs incurred in terms of labour and materials and shall not be reimbursed.
Penalties for late payment
Without any prejudice to any other remedy that LACAZE ENERGIES may be entitled to avail itself of, any late payment shall lead to :
- the imposition of penalties amounting to three times the standard interest rate, plus the payment of an arbitrary fee of € 40 for costs recovery and possible additional compensation on presentation of suitable evidence,
- the suspension of any pending orders,
- an obligation to pay immediately all invoices for which payment is not yet due,
- the involvement of a debt collection agency
- the irrevocable loss of the benefit of the contractual warranty.
Payment clearing
Any invoice, credit note, billing or off set payment to LACAZE ENERGIES by the Client is strictly forbidden without any formal acceptance by LACAZE ENERGIES.
6. PACKAGING
The packaging, for which the cost shall be borne exclusively by the Client, shall not be taken back by
LACAZE ENERGIES, which disclaims any liability for damage, breakage or deterioration.
7. DELIVERY
Delivery terms
Unless special requests, all prices are quoted under EXW INCOTERM (2010). Products are delivered accordingly.
Reservations
In case of lost, damaged, missing or non-compliant goods, the Client must express written reservations on the receipt issued by the carrier and must confirm these within three working days by means of a letter sent by registered post. Should the Client fail to send a copy to LACAZE ENERGIES, it shall forfeit any claims.
8. DELIVERY TIMESCALES
Indicative timescales
The delivery timescales quoted shall be merely indicative, unless LACAZE ENERGIES states a firm
deadline backed by its signature.
Exemption – Force majeure – Acts of third parties
LACAZE ENERGIES shall not be liable for any failure to meet a delivery deadline in case of
circumstances of force majeure affecting it or any of its suppliers.
Starting point of the delivery timescales
The delivery timescales shall run from whichever of the following dates occurs last:
· The date on which the acknowledgement of receipt of the order is issued.
· The date on which the information, the down-payment or the supplies that the Client has pledged to
provide have been handed over.
Extension of timescales
If the delayed delivery is caused by the Client's failure to comply with its obligations or the occurrence of circumstances of force majeure, the delivery timescales that are indicated shall be automatically extended by the same duration as the delay itself.
Consequences of the delay
Should a partial delivery take place, any goods that are usable and that have already been delivered must be paid for, otherwise the goods shall be taken back by LACAZE ENERGIES. Under no circumstance shall a delay or non-compliance with the delivery timescales justify the cancellation of the order or any change to the Client's payment obligations nor shall it constitute a novation of the contract between the parties.
Deliveries on Client demand
Unless specific agreement, delivery by LACAZE ENERGIES following client’s request shall take place within three months upon receipt of order.
Except the Client agrees to pay storage fees, no goods will be manufactured without a confirmation of a firm date of delivery.
Any order for which confirmed date of delivery has not been agreed by the client within three (3) months following his order, price for same will be updated according to material and labour costs increase.
9. PENALTIES FOR LATE DELIVERY – LIMITATION OF LIABILITY
No penalty for late delivery shall be imposed to LACAZE ENERGIES.
In case delivery is delayed more than a week because of the buyer, LACAZE ENERGIES applies an
increase in the selling price equal to 1% per day of delay within 10% of pre-tax amount of the order.
After 10 days, LACAZE ENERGIES will charge additional storage fees to the buyer or will bill the customer for the entire amount of the order plus 10% of the pre-tax amount.
10. RISKS TRANSFER
The Client shall bear all the risks of loss or of damage and full liability for any damage that the supplies
might cause as of their being made available to the Client.
11. RETENTION OF TITLE CLAUSE
LACAZE ENERGIES shall retain ownership of the supplies until the price has been paid in full,
including any capital and incidental amounts. LACAZE ENERGIES may request that the supplies be
returned to it at the expense of the Client at any moment in time whatever hands they happen to be in, by a mere written notification and without any other formality. Any goods that are processed or
incorporated shall be covered by a seller's lien until full payment of the price.
The client must immediately inform LACAZE ENERGIES of the possible seizure of any equipment
covered by a retention of title clause and must take all the requisite protection measures.
During this period, any removal of the equipment outside of the place where it is installed shall be
prohibited and LACAZE ENERGIES shall be entitled to perform any checking of compliance with these
provisions at the Client's premises.
12. CLAIMS – VISIBLE DEFECTS
The Client must notify any claims to LACAZE ENERGIES within eight days following the delivery of the goods and must confirm this notification by means of a registered letter sent with acknowledgement of receipt, failing which no claims shall be countenanced.
13. CONTRACTUAL WARRANTY
Defects covered by the warranty
LACAZE ENERGIES pledges to remedy any malfunction arising from a defect in the materials or the
workmanship including the assembly and the installation if these operations are entrusted to it,
in case of a defect arising from:
· Materials and/or equipment supplied by the Client.
· A design imposed by the latter.
· A maintenance or repair operation performed on LACAZE ENERGIES's supplies by third
parties who are not expressly empowered to do so by LACAZE ENERGIES.
· Unsuitable storage conditions / Non-compliance of handling rules.
· A failure to comply with the rules of unified code of practice DTU 60.1 and the recommendations of the French national syndicate of heating network businesses.
· The existence of a deposit.
· The moving of the equipment away from the place of installation.
· Any other incident whose origin cannot be blamed directly on LACAZE ENERGIES.
· A deal with a professional client in the same field of activity.
Exclusions
The warranty shall also not apply to incidents arising from:
· Acts of God or force majeure.
· Replacements or repairs needed due to normal wear and tear of the supplies.
· Any damage and/or incidents arising from negligence, a lack of monitoring and/or maintenance
and/or use of the supplies and/or defective installation of the equipment.
· Changes made to the supplies, including, but not limited to, any operations involving removal and
refitting of components, not performed under LACAZE ENERGIES's supervision.
Warranty against leaking
The tanks and bodies of the units supplied by LACAZE ENERGIES are guaranteed against leaking, provided that they are properly maintained, including in particular the replacement of the magnesium anodes before they become 70% worn, notwithstanding any provision to the contrary in the technical note.
Duration and starting point of the warranty
The contractual warranty shall only apply to defects which arise over a period of one year following the
delivery date.
Any repair, the replacement or the modification of the parts during the period of warranty shall not cause the duration of the warranty to be extended.
Client's obligations
The Client shall grant LACAZE ENERGIES every facility to proceed with a survey of the faults in order to remedy same and unless LACAZE ENERGIES expressly agrees to this, shall refrain from performing or commissioning others to carry out the repairs itself, failing which it shall forfeit the contractual warranty.
Terms governing the exercise of the warranty
LACAZE ENERGIES shall be entitled to modify all the systems surrounding its supplies so as to perform its obligations. The work shall be carried out in LACAZE ENERGIES's workshops, after the Client sent the defective supplies or parts back.
Any former parts replaced free of charge by LACAZE ENERGIES must be returned and shall once again become its property.
Warranty Extent
LACAZE ENERGIES cannot bear other costs than those for which it is responsible under this warranty clause and in particular for indirect and/or intangible damage such as, but not limited to, losses of opportunities, losses of earnings, of production or of contracts.
Repairs
The repair operations shall not be covered by any warranty other than that of the proper performance of the said operations.
14. RETURNS
No returns may be made without LACAZE ENERGIES's prior written acceptance.
In order to be taken back, the goods must be returned carriage paid and must reach LACAZE ENERGIES in as-new and original state.
15. ORDER CANCELLATION
Goods manufactured upon order even if they are standard cannot be cancelled by the Client.
16. LIMITATION OF LIABILITY CLAUSE
In any event and notwithstanding any other contrary provisions, the repair of any damage incurred by the Client or its successors and assignees owing to LACAZE ENERGIES's noncompliance with its contractual obligations cannot exceed the total value of the order.
This limitation of liability shall encompass any penalties for late delivery and other sanctions
provided elsewhere.
LACAZE ENERGIES shall not have any obligation to achieve a particular outcome in connection with its products and its obligations shall be limited to the sale and delivery of products that comply with the
descriptions, characteristics and specifications featuring in its offers and order acceptances.
17. TERMINATION CLAUSE
Any sale shall be rescinded as of right at the Client's sole expense:
· Eight days after a summons to pay which is wholly or partly ignored.
· In case of rejection of any bills of exchange issued by the Client within two days after being sent.
· In case of non-performance of any of the terms and obligations that are incumbent upon the Client
within fifteen days following receipt of a summons to do so.
The provisions of this article shall apply without any prejudice to all other damages which LACAZE
ENERGIES might be entitled to claim.
18. SETTLEMENT OF DISPUTES CLAUSE
Should the parties fail to reach agreement, any dispute in connection with the contract shall be brought before the court over the area in which the registered address of LACAZE ENERGIES is located, which shall have exclusive competence to deal with same, even in case of rejoinder, multiple defendants, summary or incidental proceedings and whatever the mode or terms of payment.
19. FORCE MAJEURE
In case of force majeure, such as lock-outs, strikes, epidemics, government requisitions, wars,
embargoes, lack of authorisations, fires, flooding, accidents involving tools, the rejection of main parts during production, interruptions or delays to the transportation facilities or supplies of raw materials, energy or component, or any other event that is beyond LACAZE ENERGIES's control, the timescales for performing the obligations that are affected shall be deferred automatically by a period of time equal to the delay resulting from the occurrence of the force majeure. LACAZE ENERGIES shall be exonerated from any liability for the consequences arising from same. After having exhausted all the means at its disposal to perform its obligations, the party that is affected by the force majeure shall notify the other party to this contract of its impediment within a month of its arising, stating the foreseeable incidences on the progress of the contract. Should the force majeure
last for more than three months, the contract shall be suspended and the parties shall meet in order to
decide what further action to be taken for the performance of the contract.