Download ConditionsCONDITIONS OF SALE
GENERAL
These general terms and conditions of sale govern solely the commercial relations between the supplier (hereinafter "the Supplier") and any distributor or service provider (hereinafter "the Customer"). Any order placed with the Supplier for the supply of products (including accessories and spare parts) and/or services automatically implies the Customer's acceptance of these conditions, which constitute the sole basis for commercial negotiation in accordance with the provisions of article L.441-1 of the French Commercial Code. Any document and/or element emanating from the Customer (for example, its general terms and conditions of purchase) will only be enforceable against the Supplier if the latter has expressly accepted them in writing and after balanced negotiation between the Customer and the Supplier.
Any contrary or special conditions laid down by the Customer, regardless of the time or medium, shall not be binding on the Supplier, unless the Supplier expressly agrees otherwise in writing and after balanced negotiation between the Customer and the Supplier. In the event of any contradiction between the conditions of purchase and/or the contractual stipulations proposed by the Customer and the stipulations of the present conditions, the latter shall prevail.
PRICE
Our prices are in Euros (€) excluding all duties and taxes, EXW Alençon (61) seller's premises (ICC Incoterms 2020), i.e. excluding delivery charges, VAT not included. Invoicing at the rate in force at the time of the order.
The Supplier reserves the right to modify its prices. It will inform the purchaser of the price change in writing. The conditions of application of this new tariff will be formalised by any written means and will have the value of an amendment concluded between the Supplier and the Customer.
PRICE OFFERS
Our price quotations, with regard to execution possibilities and deadlines, are only valid for acceptance within two weeks.
Price quotations must be sent to the address contact@manuvit.fr, failing which the Supplier shall in no way be held responsible for the correct receipt and processing time of such quotations.
ORDERS
All orders, whether placed directly or through our representatives, are only binding on us if they have been confirmed by us. In the event of a price change, confirmation of the Customer's agreement is required.
Any order may be cancelled 24 hours after the acknowledgement of receipt has been sent to the Customer, after which time the Supplier shall be entitled to refuse to cancel the order. Order cancellation fees may be charged depending on the nature of the products concerned.
Any specific method of payment must be specified when the order is placed (submission of an invoice on a dematerialised platform), and no extension of the payment deadline will be accepted.
Orders must be sent to the address contact@manuvit.fr, failing which the Supplier shall under no circumstances be held responsible for the correct receipt and processing time of such orders.
SHIPPING TIMES
Dispatch times must always be considered as purely indicative and start from the date of the order acknowledgement. They do not apply to quantity orders or to products manufactured to order (please refer to the Supplier's current price list). Delays in dispatch or intervention may not justify cancellation of the order, nor give rise to payment of predetermined penalties. Where applicable, the Customer may only claim compensation for the actual loss that may have been caused by the delay in dispatch or service, the amount of which must in any event be agreed between the parties prior to any payment.
Even in the event of written acceptance of firm deadlines, the Supplier is automatically released from any commitment relating to deadlines in the following cases:
- Technical problems, failure of the Supplier's suppliers or subcontractors, carrier failure, force majeure,
- Inaccuracy or lack of information to be provided by the Customer, deadline postponed at the Customer's request,
- Delays related to customs formalities.
TRANSFER OF OWNERSHIP
The supplier expressly reserves ownership of the products until full payment of their price in principal and interest, including in the event of the Customer's receivership, compulsory liquidation or any other equivalent procedure. Payment shall only be deemed to have been made when the supplier has actually collected the price.
DELIVERY, TRANSFER OF RISK
The transfer of risks will take place in accordance with the EXW Incoterm negotiated between the Parties.
Unless otherwise specified in writing by the Supplier, delivery shall take place when the products are made available to the Customer on the Supplier's premises. Delivery transfers the risks to the Customer.
The Supplier may, at its discretion, deliver the products forming the subject of a single order in one or more instalments.
As a matter of principle, the Supplier does not make any declaration of value or interest and does not take out specific transport insurance unless expressly requested to do so in advance by the Customer, who is then responsible for bearing the cost and obtaining information on any limitations of liability specific to the carrier concerned.
The products travel at the Customer's risk, and it is the Customer's responsibility to check that the products are in good condition at the time of delivery. In the absence of reservations expressly formulated in writing by the Customer on the delivery note at the time of the said delivery, the products delivered by the Supplier shall be deemed to conform in quantity and quality to the order, the Customer being deemed to have accepted the products.
Any delivery dispute must be reported on the consignment note and in the presence and agreement of the driver. A registered letter with acknowledgement of receipt must be sent within 24 hours of receipt of the order. The documents to be provided for the declaration of a dispute are the Delivery Note mentioning the disputed references as well as the signed consignment note where the reservations will be formally stipulated. The words "Subject to counting" and "Insufficient packaging" cannot be accepted. Otherwise, no delivery dispute will be taken into account by the Supplier and will therefore remain the responsibility of the Customer. Delivery disputes which do not include all of the above elements may not be the subject of compensation by the Supplier.
In accordance with the AGEC law, no product returns or refusal of delivery will be accepted on the grounds of scratches that do not affect the essential functions of the product. Packaging has a protective function against any scratches that may occur during transport. However, by its very nature, a handling product is likely to be scratched quickly, which in no way affects its functionality. We are counting on the mutual commitment of our CUSTOMERS to build a more virtuous economic model.
No goods may be returned by the Customer without the Supplier's express prior written agreement, obtained in particular by e-mail to contact@manuvit.fr. The Supplier shall only be liable for the cost of returning goods in the event that an apparent defect, or missing goods, is actually noted by the Supplier or its authorised representative. Only the carrier chosen by the Supplier is authorised to return the products concerned.
If, after inspection, an apparent defect or shortage is found by the Supplier or its authorised representative, the Customer may only ask the Supplier to replace the non-compliant items and/or to make up for the shortages at the Supplier's expense, without the latter being entitled to claim any compensation whatsoever or to cancel the order.
Unconditional acceptance of the products ordered by the Customer covers any visible defects and/or shortages. Any reservations must be confirmed in accordance with the above conditions.
A complaint made by the Customer under the terms and conditions described in this article does not suspend payment by the Customer for the goods concerned.
GUARANTEE
All warranty claims must be received within the maximum warranty period from the date of dispatch. This guarantee excludes batteries, of course, normal wear and tear or that resulting from abnormal use or poor maintenance. Each warranty period is specified in our general catalogue. The Supplier shall not be held liable in the event of misuse, modification of the product by a third party or unsuitability of the equipment for the application.
In the event of a complaint concerning our equipment and by express agreement, our liability is limited to the replacement of parts recognised as defective. Under no circumstances may any other claim be made, either for commercial disruption or loss of profit, or for any other reason.
In accordance with the AGEC law, any product repaired under the conformity guarantee will benefit from a six (6) month guarantee extension.
Unless otherwise agreed in writing by the Supplier, the products are guaranteed by the Supplier against any manufacturing defect for a period of twenty-four (24) months from the sale of the product.
RESPONSIBILITY
The Supplier shall not be held liable under the GCS in the event that the non-performance of its obligations is attributable to the act of a third party, even if foreseeable, to the fault of the Customer, or to the occurrence of an event of force majeure as defined by the French courts, or to any other event that was not reasonably under the Supplier's exclusive control.
In the event that the Supplier's liability is established and accepted on the grounds of damage suffered by the Customer and attributable exclusively to the product or service purchased, such liability shall be limited to the amount of the purchase.
Subject to mandatory legal provisions, the Supplier's total and cumulative liability, whatever the cause, is limited to the amount paid by the purchaser to the Supplier in respect of the order concerned.
Under no circumstances shall the Supplier be entitled to compensation for indirect and/or immaterial or moral damage, in particular financial or commercial damage such as loss of profit, loss of orders, operating loss, (...) as well as damage of the same nature resulting from a claim brought against the Supplier by the Customer due to damage suffered by a third party.
EQUIPMENT RETURNS
All product returns must be the subject of a formal written agreement between the Supplier and the Customer. The written request must be made within 2 weeks of receipt of the product. The goods must be returned within a maximum of 2 weeks following the agreement of the Supplier's sales department. The total value of the equipment may not exceed €800 net of VAT. A flat-rate handling fee of €15 excluding VAT will be applied. The equipment must be returned to us in its original packaging accompanied by its documentation (user manuals, certificates, maintenance manuals, etc.). In the event of failure to do so, the Customer will be invoiced a fixed charge of €90 excluding VAT per missing document.
Return transport costs shall be borne by the Customer. On receipt of the equipment, an appraisal is systematically carried out. A 30% discount will automatically be deducted from the credit note issued (costs of receipt, unpacking, appraisal, alterations, packaging, restocking). Any deterioration noted during the appraisal will be subject to an additional discount. If the equipment is found to be beyond repair, no credit note will be issued. The equipment will remain available for one week. Once this period has elapsed, it will be destroyed. Any credit issued will be credited to the Customer's account.
All custom-made products or products manufactured exclusively to order cannot be taken back or exchanged under any circumstances (please refer to the Supplier's current price list).
To contact us: contact@manuvit.fr
PENALTIES
No penalty of any kind whatsoever and, in this respect, no pre-determined penalty that may appear in any commercial documents issued by the Customer (conditions of purchase and special agreements, etc.), will be accepted by the Supplier without the latter's prior written agreement, regardless of the reason for the penalty. Any clause to the contrary shall be deemed unwritten.
In any event, any logistical penalty accepted in writing by the Supplier must comply with Article L.441-17 of the French Commercial Code.
In other words, the logistical penalties accepted in writing by the Supplier must be proportionate to the loss suffered as a result of the non-performance of contractual commitments and may not exceed 1% of the value of the products ordered within the product category in which the contractual non-performance was observed.
Only situations that have resulted in real and serious prejudice may justify the application of logistical penalties. For each of these, the Customer must cumulatively demonstrate :
- the reality of this loss, in a documented and verifiable manner (extract from platform and shop stock statements at the dates and times concerned by the dispute, proof of the setting of a minimum stock threshold for triggering a restocking order enabling management adapted to logistical conditions, agreed between the parties, plan for exchanging information and optimising supply conditions, proof of the implementation of an alert system to limit the risks of shortages, linear availability rate of the supplier's products, etc.).
- The resulting loss (loss of margin on variable costs per sales outlet).
By way of derogation, the Customer may impose logistical penalties without having to justify a stock shortage, provided that it can justify the materiality of the facts complained of and the loss suffered in connection therewith. In accordance with article L. 441-17 of the French Commercial Code, the penalties accepted in writing by the Supplier must be proportionate to the loss suffered as a result of the non-fulfilment of contractual commitments.
In all cases, the Supplier must have sufficient time to be able to check the reality of the corresponding grievance and to provide its written observations in return. No penalty may be applied by the Customer without having been the subject of an adversarial procedure between the Customer and the Supplier and of prior written agreement by the Supplier. Any automatic deduction of penalties from invoices is strictly prohibited.
Any refusal or inordinately long delay in transmitting the information required to process and prove disputes will invalidate the facts complained of and the proof of loss.
The application of penalties by the Customer may only be taken into consideration if the fault is directly attributable to the Supplier. Circumstances beyond the control of the parties (unforeseeable failure of a third party, service provider or carrier) will be taken into account. In the event of force majeure (natural disasters, fires, strikes, riots, wars or attacks, imperative requirements of national or international public authorities, etc.) no logistics penalty may be imposed.
Under no circumstances shall the Supplier be entitled to compensation for indirect and/or immaterial or moral damage, in particular financial or commercial damage such as loss of profit, loss of orders, operating loss, (...), as well as damage of the same nature resulting from a claim brought against the Supplier by the purchaser as a result of damage suffered by a third party.
In any event, the Customer may only claim compensation for the loss it has actually suffered, as demonstrated and assessed by mutual agreement with the Supplier. In this respect, the Customer must provide the Supplier with any document attesting to the loss actually suffered (delivery note, etc.). In the absence of agreement, the amount of this possible loss will be determined by an expert appointed by the President of the Commercial Court of Alençon, ruling at the request of the most diligent party. In the event of a breach of this clause by the Customer, the Supplier may refuse any new order for products and suspend its deliveries. In addition, the Supplier reserves the right to deduct from the rebates or remuneration for services due, any amount that the Customer may have automatically deducted.
Penalty invoices must be paid within the same timeframe as product invoices.
PRESCRIPTION
Any claim or dispute on the part of the Customer relating to the whole of the commercial relationship existing with the Customer and in particular in respect of the payment of financial benefits of any kind whatsoever, and in particular rebates or remuneration for the provision of services, concerning year n, must be made no later than twelve (12) months following the expiry of the calendar year in respect of which the sum is due. Failing this, and by express derogation from the provisions of article L.110-4 of the French Commercial Code, no claim or dispute may be submitted and will therefore be considered to be time-barred and therefore inadmissible.
TERMS OF PAYMENT
Any other conditions derogating from those set out below will be subject to contractual negotiation.
New customer :
- For 1st order, cash payment on invoice.
- Validation of the "Customer account opening" file, including acceptance of our GTC.
Payment Metropolitan France :
- Payment within 60 days of invoice date.
- Minimum charge of €70 net excl. tax.
Export payment :
- 50% deposit on order.
- Payment of the balance before dispatch.
Made-to-measure or special orders:
- 50% deposit on order.
- Payment of the balance before dispatch.
- Any costs relating to additional services will be invoiced in addition (2D or 3D drawings, certificates from notified bodies, costs of studies and tests other than EU, REACH and ROSH regulatory compliance tests, etc.).
Note 1: in the event that our credit insurance does not cover the outstanding amount and/or the amount of the order, we reserve the right to modify the above-mentioned conditions.
Note 2: any request for a bank guarantee will be subject to invoicing.
Note 3: No discount will be granted for early payment.
TERMS OF PAYMENT
Invoices are issued from the date on which the products are made available or the services ordered from the Supplier are performed. Unless otherwise specified in writing by the Supplier, invoices are payable immediately (invoice date) net and without discount, and payment will be made to the order of the Supplier, by bank transfer in euros.
The Supplier reserves the right, at any time, to require a deposit or cash payment before executing orders, particularly if the Supplier has noted a payment incident, if the financial investigation of the Customer is unfavourable, and in the event that a factoring company refuses to take the Customer's invoices into account.
All orders that the Supplier agrees to execute are done so on the basis that the Customer presents sufficient financial guarantees and that it will effectively pay the sums due on their due date, in accordance with the law. Therefore, if the Supplier has serious or specific reasons to fear payment difficulties on the part of the Customer on the date of the order, or subsequent thereto, or if the Customer does not present the same guarantees as on the date of acceptance of the order, the Supplier may make acceptance of the order or the continuation of its performance subject to cash payment or the provision by the Customer of guarantees in favour of the Supplier.
The Supplier shall also have the right, prior to the acceptance of any order, as well as during the performance thereof, to require the Customer to communicate its accounting documents and, in particular, profit and loss accounts, even provisional ones, enabling it to assess the Customer's solvency. In the event that the Customer refuses to pay in cash, without any sufficient guarantee being offered by the Customer, the Supplier may refuse to honour the order(s) placed and to deliver the goods in question, without the Customer being able to argue an unjustified refusal to sell, or claim any compensation whatsoever.
Respecting the payment date is an essential condition.
In the event of non-payment of the invoice on the date set therein, the sums due will be increased by a late payment penalty equal to 15% of the amount of the sum not paid on the due date; the penalties will be payable on receipt of the debit notice sent by the Supplier. The Customer will also be liable by operation of law to pay a fixed penalty for collection costs of forty (40) euros per unpaid invoice. The Supplier reserves the right to claim additional compensation if the recovery costs incurred exceed the amount of this fixed compensation.
In addition, the Supplier shall be entitled to suspend its deliveries and services and/or terminate the order.
Any breach of the provisions of article L441-9 II of the French Commercial Code is punishable by a fine of €375,000 and €750,000 in the event of a repeat offence.
No payment may be offset at the sole initiative of the Customer in the event of an allegation by the Customer of late delivery or non-conformity of the products delivered, the Supplier's prior written agreement being essential, regardless of any provisions to the contrary that may appear in the Customer's terms and conditions of purchase. Any offsetting not authorised in advance by the Supplier and, in particular, any offsetting of a claim that is not certain, liquid and due, will constitute a payment incident and will therefore authorise the Supplier to require the Customer to pay the price of the products when the order is placed, and in any event before they are delivered or made available, the Supplier also being entitled to refuse any new order and to suspend deliveries corresponding to orders in progress.
INDUSTRIAL PROPERTY
The Supplier reserves the right to make any changes to the designs, technical characteristics and dimensions of its products listed in the catalogue. All our plans, sketches or studies (standard or made-to-measure) are supplied on a strictly confidential basis and remain the exclusive property of the Supplier.
The Customer must not register in its own name or have registered the Supplier's trademark or any other trademark or distinctive sign (logo, design, model, patent, designation) belonging to the Supplier or likely to be confused with those of the Supplier.
MAJOR FORCE
Under no circumstances may a Party be held liable to the other Party for the delay or non-performance of any of its obligations hereunder, where such delay or non-performance, in whole or in part, is due to: (i) the fault of the other Party; or (ii) a case of force majeure as defined by article 1218 of the French Civil Code and by the case law of the French courts.
It is further agreed between the Parties that the following are considered to be cases of force majeure or fortuitous events, in addition to those usually accepted by the case law of French courts and tribunals: health crises, earthquakes, governmental or legal restrictions, legal or regulatory changes to forms of marketing and any other unforeseeable event beyond the express control of the Parties that makes normal performance of the Contract impossible.
Force majeure suspends the obligations of the Party concerned for the duration of the force majeure.
Nevertheless, the Parties will endeavour to minimise the consequences as far as possible. Contractual obligations resume as soon as the force majeure ceases.
The Party invoking force majeure must notify the other Party by any means within a maximum period of fifteen (15) days.
In the same way, it will notify the other Party, using the same procedure, of the date on which the force majeure ceased.
If a case of force majeure lasts longer than thirty (30) days, the Customer may unilaterally terminate the Contract without notice and without compensation. The Supplier undertakes to reimburse the Customer for any sums that it may have received in advance for the current invoicing period, after deduction of the pro rata temporis of the time already elapsed.
APPLICABLE LAW - DISPUTE RESOLUTION
All our sales are concluded in accordance with the above clauses and conditions and the submission of an order implies that the Customer is aware of and accepts them. In the event of a dispute, the Alençon Commercial Court shall have sole jurisdiction. Beforehand, the parties undertake to enter into amicable negotiations with the aim of resolving the dispute in a spirit of loyalty and good faith.
The Contract and any amendments thereto are governed by French law. The Commercial Court of Alençon shall have exclusive jurisdiction over any dispute relating directly or indirectly to the negotiation, existence, validity, performance, interpretation, termination and/or consequences of the Contract and more generally to the relationship between the Parties, including its termination.
