EW CHANTILLY SAS – GENERAL TERMS AND CONDITIONS OF SALE (version 2021)
1. APPLICABLE TERMS AND CONDITIONS
These terms and conditions of sale (“GTC”) apply to all sales of goods (“Products”) by EW CHANTILLY SAS, a company incorporated under the laws of France, whose registered office is at 2, route du Moulin de la Vallée, 60300 Avilly-Saint-Léonard, France, registered under number 878 882 836 RCS Compiègne (“EW”), to the purchaser (“Buyer”), which agrees to be bound by the GTC. No terms of Buyer or any other agreement with EW, deviating from the GTC, shall be effective unless agreed in writing by an authorised representative of EW. Each individual purchase contract entered into between EW and Buyer shall be hereafter referred to as the “Sale Contract”.
2. ACCEPTANCE OF TERMS
2.1. No order submitted by Buyer shall be deemed to be accepted by EW, and no Sale Contract shall accordingly be formed, unless and until confirmed in writing by EW’s authorised representative.
2.2. Unless otherwise indicated by EW, quotations are valid for a period of 30 days from the date of the quotation and may be withdrawn or altered by EW if Buyer does not place any written order within such time period.
3.1. Buyer must ensure the accuracy of (a) the terms of any order submitted to EW, (b) any necessary information provided to EW relating to the Products within sufficient time to enable EW to perform the relevant order in accordance with its terms, and (c) any applicable specification produced by EW for Buyer based on information provided by Buyer.
3.2. The quantity, quality and description of and any specification for the Products are set out in EW’s quotation (if accepted by Buyer) or Buyer’s order (if accepted by EW) but in either case shall be subject always to these GTC.
4. DELIVERY/SHIPPING TERMS
4.1. Delivery terms are Ex Works (Incoterms 2020) EW’s or its designee’s facility. EW will schedule delivery in accordance with its standard lead time unless Buyer’s order requests a later delivery date, or EW agrees in writing to a separate estimated delivery date. If EW prepays transportation or insurance charges, Buyer will reimburse EW upon receipt of an invoice for those charges.
4.2. In any event, any delivery dates, requested or agreed, are approximate only and EW shall not be liable for any failure to comply with a delivery date.
4.3. Buyer shall examine the Products upon delivery. Buyer must also take all necessary measures to safeguard Buyer’s and EW’s rights against the transporter, notably by expressing all reservations, and where necessary by notifying all protestations to the transporter, in the forms and within the time periods required under applicable law. Without prejudice to the preceding provisions, after a 7-day period following delivery, Buyer is deemed to have accepted the Products, if not previously accepted.
4.4. EW may subcontract all or part of its obligations under the Sale Contract, without Buyer’s prior approval.
5. RISK AND TITLE
5.1. Risk of loss and damage to Products shall pass to Buyer when EW places Products at the disposal of Buyer at EW’s facility. EW reserves the right to quote additional charges for any special routing, packing, labeling, handling or insurance requested by Buyer.
5.2. EW retains the ownership of the Products until Buyer has paid their price in full. “Payment” is understood to mean the effective receipt of the funds by EW of the principal and its incidentals.
6. PRICE AND PAYMENT TERMS
6.1. Buyer shall pay the price of the Products as agreed in the Sale Contract (“Price”). Unless otherwise agreed, all Prices are defined in Euros excluding VAT, and may be increased by all taxes and duties that may apply. The Price is based on Ex Works (Incoterms 2020) EW’s facility or warehouse. All Buyer’s rules or internal procedures for handling orders and invoices are not enforceable against EW to delay any payment.
6.2. EW reserves the right to reject Buyer’s orders, in particular if EW does not have sufficient capacity to fulfill such orders and/or if Buyer’s order falls below minimum order sizes established by EW, in its sole discretion.
6.3. Buyer shall pay all sums owed by EW in accordance with the provisions set out in the Sale Contract. In the absence of express payment terms, Buyer shall pay the invoices issued by EW pursuant to the Sale Contract within 30 days from the date of the invoice by wire transfer to the bank account designated from time to time by EW.
6.4. No discount for early payment will be granted.
6.5. If Buyer fails to pay any sums provided for in the Sale Contract when due, without prejudice to any other rights EW may have, EW (1) shall be entitled to (1a) late payment interest at a rate equal to BCE + 10% until payment in full, and (1b) a lump compensation of 40 euros for recovery costs; and (2) may suspend or terminate the Sale Contract pursuant to clause 8 of the GTC. In such case, Buyer agrees to reimburse and pay SIL for all expenses, costs, and attorney’s fees incurred by EW in enforcing any of its rights hereunder and/or collecting any past due sums.
6.6. If EW has legitimate reasons to consider that the creditworthiness or future performance of Buyer is/will be impaired or unsatisfactory, EW may (i) refuse any new order placed by Buyer, (ii) suspend deliveries of Products, (iii) require prepayment by wire transfer at least 2 business days prior to a scheduled shipment of Product, and/or (iv) require an appropriate security at least 2 business days prior to a scheduled shipment of Products.
7. EXCUSABLE DELAY
EW will not be liable to Buyer for any failure to meet its obligations due to any force majeure event. A “force majeure event” means a force majeure event as defined under the law governing the Sale Contract as well as an event beyond the reasonable control of a Party including but not limited to war, fire, storm, flood, drought, earthquake, explosion, accident, sabotage, riots, strikes, lockouts, equipment or machinery failure, raw material or equipment shortages, interruption of power or water supply, transportation embargoes or delays, or regulations or injunctions of central or local government branches or agencies thereof.
8. SUSPENSION AND TERMINATION
8.1. Either party may terminate the Sale Contract if the other party commits a material breach of any of its obligations under the Sale Contract, and fails to remedy such breach within a period of 30 days after being notified in writing to do so, without prejudice to any other rights the terminating party may have. No claims for indemnity or compensation can be lodged by reason of termination of the Sale Contract pursuant to its terms, save where these claims are based on breach of the Sale Contract by one of the parties.
8.2. EW may, at its option, terminate or suspend the Sale Contract if Buyer fails to pay any sums provided for in the Sale Contract when due, and fails to remedy such breach within 7 days after being notified in writing to do so.
9. CANCELLATION AND RETURNS
Buyer cannot cancel any order of Products, or return any Product, without EW’s express written consent.
10. WARRANTIES AND LIABILITY
10.1. EW only warrants that the Products will conform either to mutually agreed upon written specifications or, in the absence of such agreed specifications, to EW specifications. In no event (i) shall such warranty cover defects due to tampering or improper use of the Products sold, nor (ii) shall EW be liable for damages caused by unauthorized modifications of Products or by the combination of Products with other products. In any event, including in case of defective Products (including under product liability regulations, where permitted), under any warranties granted under a Sale Contract or in case of any other claim whatever the legal grounds, (1) EW is not be liable for: (1a) indirect loss; (1b) loss arising from business interruption; (1c) loss of profits; (1d) loss of revenue; (1e) loss of opportunity or (1h) any other intangible loss, and (2) to the extent EW is held liable under a Sale Contract, such liability is limited to the value of the Products in relation to which the liability claim has arisen.
10.2. The instructions for use given on the technical data sheets, labels and all other commercial and technical materials do not constitute absolute rules, but general recommendations that must be adapted by the Buyer to the particular case of any use. In addition, the use of any mixture not recommended by SELLER remains the sole responsibility of the user, who must also ensure the compatibility between the products used.
10.3. The Buyer remains responsible to ensure that the Product and any finished product incorporating the Product are compliant with the applicable laws of the country where the Product or such finished product is marketed.
11. GOVERNING LAW AND COMPETENT COURTS
The Sale Contract, and all related non contractual obligations, shall be governed by the laws of France. The provisions of the 1980 UN Convention on Contracts for the International Sales of Goods are expressly excluded. If any dispute (including any non-contractual dispute) arises out of or in connection with the Sale Contract and the related commercial relationship, the Courts of Compiègne, France, shall have exclusive jurisdiction to settle such dispute.
12.1. EW may assign all or part of its rights and obligations under a Sale Contract without Buyer’s prior approval. In such case, EW is explicitly discharged from all obligations and liability arising after the assignment. Any change to these GTC requires explicit wording referring to the relevant provisions of the GTC that are being changed. If any term of the Sale Contract shall, to any extent, be invalid or unenforceable, the remainder of the Sale Contract shall not be affected thereby. The parties shall use their best efforts to replace any invalid or enforceable provision with a new provision reflecting the original intention of the parties as closely as possible. No waiver of any term of the Sale Contract, whether by conduct or otherwise shall be deemed as a further waiver of any such term or as a waiver of any other term of the Sale Contract.
12.2. Buyer acknowledges that all information relating to EW’s business or that of any EW group company (including the existence and terms of any order, and any technical information), which is not public knowledge, is confidential. Buyer shall not disclose such confidential information to any third party, nor use it for any other purpose than fulfilling an order.
12.3. Buyer shall comply with all applicable laws. Buyer represent and warrants that it has not, and shall not, offer, provide, solicit, authorize or accept, directly or indirectly, anything of value in order to influence or reward any action or decision for the purpose of corruptly obtaining or retaining business or securing any improper advantage, consistently with the requirements of any applicable anti-bribery laws. Buyer shall immediately report to EW any conflicts of interest that may arise in connection to a Sale Contract. EW can terminate any Sale Contract immediately in case of breach of this clause