1. Purpose : The general terms and conditions of sale as set out below define the rights and obligations of the company COUDOINT SAS and its customer regarding the supply and delivery of products and services by the company.
    All services performed by the company COUDOINT imply the purchaser’s tacit agreement to the present general sales conditions : clauses and conditions other than these mentioned on purchase orders will be considered null and void unless explicitly accepted on our order acknowledgment.
    Should at any given moment our company choose not to exercise its right to recourse to any of the present general sales conditions, this may not be interpreted as a renunciation of the right to do so in the future.
  2. Orders : Orders must be in writing. “In writing” means any document established on paper, electronic or facsimile support, in accordance with the provisions of article 1316 of the Civil Code.
    Orders are only considered as final upon issuance by COUDOINT of an order acknowledgment, mentioning, in particular, the price and terms of payment, and upon receipt of payment of a deposit invoice, should this form part of the payment conditions.
    In the event of order cancellation or modification or delivery postponement on the part of the purchaser, all costs incurred by COUDOINT will be chargeable to the buyer.
    In all cases where the purchaser’s situation changes, because of, in particular, death, incapacity, bankruptcy, judicial settlement or liquidation, suspension of payments, dissolution or modification of the purchaser’s control de facto or de jure, we have the right to cancel the ongoing contracts or demand guarantees.
  3. Price : The prices of the merchandise sold are those in effect on the day the order is accepted. They are in Euros and calculated excluding tax and, unless otherwise stipulated, excluding packing and shipment.
    Consequently, VAT, packing and shipping costs applicable on the day of the order will be added.
    The company COUDOINT has the right to change its prices at any time. However, the company guarantees to invoice merchandise at the price stated upon order acceptance.
  4. Delivery : In agreement with the purchaser, delivery may be carried out by the following means:
    • either direct delivery to the customer
    • or notification of availability of merchandise for collection: in this case an advice note confirming readiness of the merchandise for collection is sent to the purchaser, who must collect the products within eight days from receipt of notification
    • or delivery can be made to a destination indicated by the customer on the purchase order

    Delivery will be considered as carried out, according to the agreed delivery mode:

    • either upon direct delivery to the customer
    • or by notification of availability of products for collection
    • or by release of the products in our factory to a shipping or transport company chosen by the customer, or, failing that, by ourselves.

    For international sales, our merchandise is shipped from our factory by a method agreed with the customer, potentially on the basis of the definitions published by the Paris International Chamber of Commerce in the most recent Incoterms publication.
    Whatever the destination of the goods or the sales conditions, delivery is always considered to be made from our factory. Under no circumstances, may there be any exceptions to this rule.
    Transport is entirely at the purchaser’s risk.
    Should merchandise be missing or damaged during transport, the purchaser must formulate any necessary reservations on the transport company’s delivery note upon reception of said merchandise. In addition, these reserves must be confirmed in writing within 72 hours of delivery, via registered letter with receipt acknowledgment.

  5. Delivery lead times : Delivery lead times are given as a general guideline and may be modified depending on procurement times and manufacturing load.
    Excepting express agreement, delivery delays may not constitute grounds for contract cancellation or serve as a basis for a compensation request for damage compensation of any form. Increase in our lead times is fully justified (ipso jure) if information to be supplied by the customer is not received within the necessary timeframe; the same applies in the case of a force majeure according to the meaning of article 1148 of the French Civil Code.
  6. Compliance of delivered product : Upon receipt, the customer must verify that the delivered products comply with those ordered and check for the absence of any obvious defect; he must investigate as thoroughly as possible, within the limits of his technical competence, and address any eventual claims to us in writing, detailing his reservations, concerning incomplete delivery, and non-compliant or defective product.
    If no letter of complaint has been received at the latest fifteen days following date of receipt of the products, date featuring on the delivery waybill, the products will be considered, conclusively and in all events and circumstances, as compliant with the order in quality and quantity.
    Should the customer establish non-conformity within the specified timeframe, our responsibility is strictly limited to the supply of replacement or repaired goods to the original delivery destination, excluding any damage compensation and other costs.
  7. Guarantees : Our products are guaranteed for one year after delivery, provided that storage, installation and use of the product take place in normal conditions and in accordance with our specifications. This guarantee is not applicable should the product have deteriorated or been destroyed because of, in particular, overload, surge, wrongful use, incorrect installation, mechanical accident or lack of maintenance.
    The guarantee is limited, as we choose, to the supply of a replacement product or repair of the damaged product and, subject to legal provisions, this guarantee can never entail, on the part of the company, a responsibility exceeding the price excluding tax of the product in question.
    In order to benefit from the guarantee, the purchaser must inform us in writing, in detail and without delay, of the defects or flaws which have appeared in the material sold. It is only after analysis of this report that a return can be accepted, said return being always at the expense and risk of the customer, without our company bearing penalties or compensation of any kind.
    The repair, modification or replacement of a part during the guarantee period does not give rise to any extension of said period.
  8. Payment terms : Except where there is prior agreement, for any customer who does not have an account open with our company, cash payment upon order is required, against invoice, for the full invoice amount.
    For companies with an account, except for special conditions, payment is exceptional 30 days from date of invoice; the company, however, reserves the right to require total or partial payment with order should the financial situation of the purchaser seem to necessitate this.
  9. Management of customer accounts : The opening of a customer account, granting a payment period, is subject to the decision of the management after analysis, particularly financial, carried out on the basis of accounting, financial and legal documents and, if necessary, after obtaining guarantees to be supplied by the customer.
  10. Late payment : Non-payment of one invoice or bill of exchange due renders all other invoices and bills of exchange immediately payable. It gives the company the right to demand cash payment before any shipment of further supplies and to cancel, without prejudice, all outstanding orders of the defaulting debtor.
    In case of a late payment of fixed payment terms, the sums owing are subject to absolute interest without need for recourse to a formal demand for payment, based on the lending rate of the Banque de France (Bank of France) increased by two points, without this clause detracting from the necessity of debt settlement.
  11. Resolutive clause : Should the customer not have paid the outstanding amounts within fifteen days from implementation of the “late payment” clause, the sale will be considered as null and void and gives the company COUDOINT the right to compensation.
  12. Reservation of title : The delivered merchandise remains our property until full payment has been received, the buyer ensuring its safekeeping and therefore assuming responsibility for said merchandise.
  13. Court Jurisdiction : All disputes concerning the interpretation and execution of the present general terms and conditions of sale are subject to French law.