Terms & Conditions of Sale

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General Terms and Conditions of Sale

Any order of material is subject to acceptance from the buyer of our general sales conditions as expressed herein, which prevail over any other contrary conditions mentioned on the buyer’s documentation.

1. Order: any customer order has to be received in writing and will only become a firm and final order once we send a written confirmation to the customer. Unless special dispensation is agreed with the customer, our sales are “ex works” (in accordance with Incoterms 2000).

2. Prices: our product prices exclude tax, dispatch, shipping, packaging, customs duties or any other tax. Prices match our current price list. We reserve the right to change them in the event of circumstances beyond our control. For any low-value order, a minimum invoice amount will be applied.

3. Delivery timescales: our delivery timescales are “ex-works” and given as an indication. They are not a firm commitment; any delay will be subject to no cancellation or penalties. The company will not be held liable for cases of force majeure or events beyond our control that delay or prevent delivery.

4. Terms of delivery: Delivery is made at the address given by the customer, and through the transport of our choice if no indication is given. If the mode of transport is specified on the order, the shipping cost will be subject to revision upon receipt of the transport company’s invoice and any additional cost will be borne by the recipient. Goods travel at the customer’s risk; the customer may therefore take out an insurance policy (Incoterms 2000) and will have to express reservations and appeal against the transport company. Moreover, if the customer is unable to take receipt of the goods on the agreed date and needs the seller to store them, our company reserves the right to charge a storage fee.

5. Payment: the 1st orders will be subject to advance payment upon receipt of the order. For all other orders, except where otherwise agreed, full payment has to be made 30 days from the invoice date. Any delay in payment will lead to, in accordance with the NRE Act of May 15, 2001, automatically and without prior notice, the application of penalties for late payment based on a rate equal to one and a half times the legal interest rate set by the European Central Bank, regardless of any other damages and interest that our company would be entitled to claim.

6. Warranty: the warranty is for one year from the delivery date, provided that the normal conditions of use have been respected, and particularly in relation to the equipment’s environment. The warranty is expressly excluded in the event of improper use of the equipment supplied, and in any event is limited to the repair of the defective equipment in our factories by our technical department.

7. Specifications: our product specifications, especially those on our technical data sheets, are only given as an indication; they can be modified without prior notice, either for reasons beyond our control, or to take account of subsequent improvements.

8. Returns: no product return will be accepted without our prior agreement. We reserve the right to send back, at the customer’s expense, any product returned to us without our prior agreement. If accepted for return, a capital loss for product control and restocking costs may be applied.

9. Ownership clause: Sales are made with retention of ownership and transfer of ownership is only effective once complete payment has been received. If a single instalment of the payment schedule is not paid by the customer, the contract will be automatically terminated if there is no payment within 8 days of notice given by registered letter. Goods must then be returned.
While goods remain the property of the seller until full payment has been received, the customer cannot sell them unless allowed to do so by SERV TRAYVOU INTERVERROUILLAGE. However, as the transfer of risk is effective from the delivery date, the customer is responsible for any damage that may happen to the goods on their premises.

In the event of judicial settlement or liquidation of buyer’s assets, and in accordance with the provisions of the law 80-335, dated May 12th 1980, demand for these goods may be made within 4 months of the publication of the judgment initiating proceedings, in application of the law.

10. Disputes: for any dispute, the Commercial Court of Bobigny shall alone hold power of jurisdiction.

ANTI-BRIBERY CLAUSE The Customer will:
Comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including, but not limited to:

• Local and national laws in the territories in which it operates.
• The UK Bribery Act 2010.
• The US Foreign Corrupt Practices Act 1977.
• The UN Convention Against Corruption.

Comply with the Halma plc Group Code of Conduct relating to bribery and corruption which may be found on the Halma website (www.halma.com). Have in place its own policies and procedures to ensure compliance with this Clause. Ensure that all parties with which it is associated or who are providing goods or services in connection with this Contract (including subcontractors, agents, consultants and other intermediaries) are aware of and comply with the requirements of this Clause. Maintain complete and accurate records of all transactions and payments related to this Contract and, on reasonable request, disclose details of those transactions and payments to the Company. On reasonable request confirm in writing to the Company that it has complied with the requirements of this Clause and, if so requested, allow the Company to verify this compliance by way of an audit of its records. Immediately inform the Company if it suspects or becomes aware of any breach of this Clause by one of its employees, subcontractors, agents, consultants or other intermediaries and provide detailed information about the breach.