General terms of sale
Any order implies the buyer’s unreserved acceptance of these general terms of sales. No clause contained on order forms or correspondence sent to us by our buyers may depart therefrom, except as otherwise specified in formal and accurate terms in the text of our offers or of our acceptances. Offers made by our agents, or over the telephone, do not constitute a firm commitment by the SAFE BOAT EQUIPMENT company before being confirmed in writing.
Prices are given without any undertaking of time, and our sales are always made at the rate of the delivery date. Prices are given before taxes and carriage costs. The buyer shall pay such taxes and carriages costs pertaining to his order. In the event of a contract with deliveries spread over time, our prices may be revised based on variations resulting from labour costs, raw material and carriage costs. Unless otherwise agreed in writing, our prices are always understood for ex works or ex warehouse sold and approved goods.
Delivery times and transport times specified by us are given for informational purposes and do not constitute an undertaking on our part. Whatever the transport mode, even shipped free of charge by the seller, the goods always travel at the buyer’s risk. In the event of on site delivery, the site should be easy to access, without any danger or hazard. We decline any responsibility for any loss by any of our transport vehicles occurring on the site, if such loss results from difficult access and non appropriate land. The unloading of the goods is always the client’s responsibility. Delivery is understood as the provision of the FENDERTEX® products, not the installation and/or fitting thereof.
Upon arrival, the client is responsible for acknowledging the condition of the goods prior to unloading. He is solely qualified for expressing reserves to the carrier. Unless otherwise agreed, goods supplied and accepted are not taken back. In the event of a non conform delivery or a disputed delivery, any claim should be sent to us in writing within eight daysafter the receipt of the goods. After that time, no complaint regarding goods compliance will be admissible. By departure from article 1641 of the civil code, FENDERTEX® products are guaranteed against latent defects for a period of one year after delivery.
Payment and title reservation clause
Our sales are payable cash, without any discount, unless otherwise agreed. In the event of ay departure from that method of payment, the title to the goods delivered is not transferred before the full payment of the price thereof. However, risks are transferred to the buyer upon delivery of the goods. If the goods are taken back, in pursuance of this clause, all amounts paid by the buyer shall remain the seller’s property as damaged. Acceptance of our commercial papers constitutes no novation or exception to the above clause.
Formal termination clause
Failure to accept our commercial paper or failure to pay a commercial paper on term, or of cheque upon collection or of an invoice on receipt, makes all our claims immediately payable without any prior injunction. Should the debtor fail to pay immediately outstanding amounts, all sales completed with him and yet unpaid will be terminated automatically, 24 hours after an unsuccessful injunction sent by simple mail informing him of our intention to exercise this clause. Termination shall take place simply by that period of time elapsing. By formal agreement, we reserve the right to have the goods sold immediately taken back under a simple order by the Presiding Judge of the Business Court of LILLE ruling on summary patters or at the seller’s option, by the Presiding Judge of the Business Court of the place where the respective goods are located. We also reserve the right to suspend or cancel current contracts and orders and to seek damages.
Payment and terms
Our invoices are payable cash and without any discount, except as otherwise agreed. In the event of any late payment, late payment interests set to 1.5 times the legal interest rate increased by two points shall accrue as from the payment date specified on the invoice or the term of an unpaid bill, even if there is no protest. Payability thereof is subject to the prior sending of an injunction. Late payments accepted by us whose payment automatically results in a compensation amount set to 1.5 times the legal interest rate. In case of late payment, we reserve the right to suspend or cancel current shipments without prejudice to any other proceedings and to seek the payment of all outstanding or future claims, by right and without any injunction.
Penalty clause by formal agreement
Except as agreed by us, any failure to pay on term shall result, whatever the agreed payment method, in legal proceedings and in compensation as damages equal to 15 % of the unpaid amount, plus legal costs and legal interests.
During the performance of a contract prior to and/or during the delivery time, we reserve the right to ask the buyer for a surety or guarantee in the amount of the price of the deliveries made or to be made, and to terminate the contract in case of refusal.
The goods are delivered on palettes, and the packaging is consigned, and the deposit amount is written on the invoice and payable with the goods. The full or partial reimbursement of the deposit is owed after receipt of the packaging retuned « carriage free » and in good condition to the place of departure, within a maximum of one month. After that time, we will be entitled to retain such deposits as firm sales. Packaging returned in unusable condition is not taken back.
Disputes and litigation
This order is governed by the laws of France. By formal agreement, the parties agree that in the event of a dispute, only the Business Court of ARRAS, France shall have jurisdiction to rule on any matter in connection with the execution, interpretation, performance or termination of this sale contract, of the order and of the sale completed by the parties.
FENDERTEX® products are an original invention protected by several patents registered under number 13/00868 with the INPI. This order completes no transfer from the seller to the buyer of any industrial and or intellectual property of any kind in connection with the FENDERTEX® products or registered trademark. Any reproduction even partial or adaptation of the FERDERTEX® products by the buyer without a forma land written authorisation by us shall be considered as an infringement likely to result in the immediately termination of all business relationships and to allow the SAFE BOAT EQUIPMENT company to seek damages, the destruction of the infringing products and the award of a EUR 10 000 penalty per infringing product.