Terms & Conditions of Sale
General Terms and Conditions of Sale
Any order for equipment implies the buyer’s unreserved acceptance of and full and complete adherence to these general conditions of sale, which prevail over any contrary conditions appearing on any other document from the buyer. No special condition may, except for formal and written acceptance by STI, prevail over them. Similarly, the buyer waives his own general conditions of purchase.
1. Order: Any order from a customer must be made in writing and will only become firm and definitive when it is confirmed by us. Unless otherwise agreed with the buyer, our sales are made “ex Works” according to Incoterms 2000.
2. Characteristics: the characteristics of our products, in particular those appearing on our technical data sheets, are given as an indication only; they may be modified without notice, either for reasons beyond our control, or to take into account subsequent improvements.
3. Prices: The prices of the goods sold are those in force on the day the order is taken. They are denominated in Euros and are exclusive of taxes, ex-works, postage, packaging, customs duties or taxes not included. STI reserves the right to modify its prices at any time. However, it undertakes to invoice the goods ordered at the prices indicated when the order is registered. For any order inferior to 100 exclusive of taxes, a minimum invoice of 100 exclusive of taxes will be applied.
4. Methods of payment: the first 3 orders will be subject to a 100% payment at the time of order as well as all orders of an amount lower than €1000 exclusive of taxes. For the following orders, and except contrary stipulations concluded between the parts, the payment is to be carried out in the 30 days as from the date of invoicing. No discount will be granted for early payment. Payment shall be made either by check or by bank transfer. Any delay and/or failure to pay in full within the period stipulated for payment will lead, in accordance with the NER law of 15 May 2001, automatically and without prior notice, to an increase in late payment penalties as well as a fixed penalty of €40 for collection costs. The rate of the late payment penalties is indexed on the half-yearly interest rate applied by the European Central Bank, increased by 10 points. The introduction of a complaint, whatever the cause, cannot allow the Buyer to delay the payment of an amount due.
5. Delivery: The delivery time indicated during the registration of the order is “ex-factory” and is only given as an indication and is not guaranteed. Any delay will not give rise to cancellation and/or penalties. In the event of force majeure or an event beyond our control delaying or prohibiting the delivery of goods, STI is released from all responsibilities. In this respect, force majeure means any external, unforeseeable and irresistible event within the meaning of Article 1148 of the Civil Code. The delivery is made to the address specified by the customer and will be made in the absence of indication, by the means of transport of our choice. In the event that a mode of transport is specified on the order, the additional costs will be borne by the recipient. The risk of transport is borne in full by the purchaser, who shall take out an insurance policy (Incoterms 2000) if necessary, and who shall be responsible for making reservations and exercising any recourse against the carrier.
Moreover, if the customer is not able to take possession of the goods on the agreed date and if the goods remain stored in our workshops, STI reserves the right to charge a storage fee of 5% of the order amount per month of storage.
6. Returns: no return will be accepted without our prior written agreement, we reserve the right to reship, postage due, any goods returned without this agreement. In the event of acceptance for return, a reduction in value for expenses of control and restocking of the products could be applied.
7. Guarantee: The products marketed by the Salesman are in conformity with the required specifications and the legislation and/or regulation and/or the standards in force in France and are guaranteed against all manufacturing defects. The warranty is for one year from the date of delivery, provided that the normal conditions of use have been respected, particularly concerning the environment of the equipment. The warranty is expressly excluded in case of non-conforming use of the delivered equipment, and in any case it is limited to the repair in our factories of the equipment recognized as defective by our technical services.
Any possible defect of the products or finding of missing non-conforming products shall be brought to the attention of STI by the Buyer within eight (8) days of receipt of the products. It will be up to the Purchaser to provide any justification as to the reality of the non-conformities noted. In the event of non-conformity of the Products sold, the Vendor’s liability shall not extend beyond the replacement or refund of the Products recognized as non-conforming or defective. In particular, STI will not be liable for any indirect or immaterial damage, costs and losses of any kind such as loss of profit, loss of income, loss of customers, etc.
8. Reservation of ownership: STI retains ownership of the goods sold until full payment of the price, in principal and in accessories. In this respect, if the purchaser is subject to receivership or liquidation, STI reserves the right to claim, within the framework of the collective procedure, the goods sold and remaining unpaid. The goods remain the property of the seller until full payment is received, and the purchaser will not be able to resell them without the direct agreement of STI.
However, the transfer of risks being operated from the delivery, the purchaser is responsible for the damages which can occur to the goods, in his premises.
9. Intellectual property: The customer is forbidden to proceed to any transformation of the products. The information and data contained in any document or information medium supplied by STI in the context of these GCS will remain the exclusive property of STI, as well as all industrial property rights (including, but not limited to, patents, trademarks, models) associated with them. The Customer will not use the information transmitted by STI for any other purpose than that provided for in these GTCs or, as the case may be, for the installation, operation and/or maintenance of the Products.
STI retains and will retain full and complete ownership of all inventions, plans and processes made or developed before or during the execution of the GTC. The Customer shall not reproduce or cause to be reproduced, in whole or in part, the trademarks, designs and models or any other industrial property right of which STI is the owner, under penalty of prosecution, and/or transmit to third parties any information of any nature whatsoever allowing the total or partial reproduction of these rights.
10. Data protection: each party will comply with the laws on data protection applicable to it.
11. Confidentiality: Each party agrees never to disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or any member of the Group to which the other party belongs (“Confidential Information”).
Each party may disclose the Confidential Information of the other party to its employees, officers, agents or advisors who need to know such information for the purpose of exercising the party’s rights or performing its obligations under or in connection with the Agreement.
Neither party will use another party’s Confidential Information for any purpose other than exercising its rights and performing its obligations under or in connection with the Contract.
12. Anti-Corruption: Customer shall comply with all applicable anti-corruption laws, regulations, codes and sanctions, including, but not limited to:
• Local and national laws in the jurisdictions in which it operates.
• The UK Bribery Act 2010.
• The US Foreign Corrupt Practices Act 1977.
• The United Nations Convention against Corruption.
Comply with the Halma Group plc Code of Conduct on Bribery found on the Halma website (www.halma.com).
The client must have its own policies and procedures to ensure compliance with this clause. Ensure that all parties with whom it is associated or who provide goods or services under this contract (including subcontractors, agents, consultants and other intermediaries) are aware of and comply with the requirements of this Clause. Upon reasonable request, confirm in writing to the Company that it has complied with the requirements of this Clause and, upon request, permit the Company to verify such compliance by auditing its records.
Immediately notify the Company if it suspects or becomes aware of a breach of this Clause by any of its employees, subcontractors, agents, consultants or other intermediaries and provide details of the breach.
13. Jurisdiction: Any dispute relating to the interpretation and performance of these terms and conditions of sale shall be governed by French law.
In the absence of amicable agreement, the dispute will be brought before the Commercial Court of Bobigny.