1. General provisions
The acceptance of orders, the supply of goods and services and the submission of proposals by CDS ELECTRONIQUE are governed exclusively by the clauses and conditions contained in these general terms and conditions of sale, to the exclusion of any other clause, condition or warranty, express or implied. No contrary, additional or different provision contained or referred to in the Buyer's purchasing conditions or in any other document shall prevail unless it has been expressly accepted in writing by CDS ELECTRONIQUE.
2. Orders
All orders from the Buyer, including those referring to quotations made by CDS ELECTRONIQUE, must be accepted in writing by CDS ELECTRONIQUE.
3. Prices and payment terms
a) The prices quoted by CDS ELECTRONIQUE are based on cost prices at the date of the quotation or of the acceptance of the order. Consequently, should these cost prices change in any way between that date and the date of delivery, CDS ELECTRONIQUE reserves the right to adjust the selling prices accordingly.
b) In the event of interruption or modification of the services requested by the Buyer, attributable to instructions from the Buyer or to a lack of instructions on its part, selling prices will be increased to cover any additional expense incurred by CDS ELECTRONIQUE.
c) All prices quoted are exclusive of taxes. Where applicable, the Buyer shall pay, in addition to the agreed price, the value added tax (VAT) applicable to the supply of the products or services as well as any other related tax or levy.
d) For sales in mainland France, payments must be made in full within thirty (30) days of the date of the corresponding invoice. In accordance with French law 2008-776 of 4 August 2008, where CDS ELECTRONIQUE grants a Buyer a longer payment period, it may not exceed 45 days end of month or 60 days net (article L-441-6 of the French Commercial Code).
e) For sales outside mainland France, payments must be made by irrevocable letter of credit opened with a French bank approved by CDS ELECTRONIQUE.
f) Payment terms are of the essence. Any late payment in relation to the contractual dates shall automatically give rise to a late payment penalty, calculated by applying to the outstanding sums a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten percentage points, without this penalty affecting the debt becoming due.
4. Delivery times
Delivery times are given for information only. CDS ELECTRONIQUE will do its best to meet them but cannot be held liable in the event of delay. Furthermore, no delay in delivery may justify the cancellation of an order or the termination of a contract by the Buyer.
5. Deliveries
The products will be handed over to a carrier for delivery to the Buyer, but CDS ELECTRONIQUE shall have no obligation to enter into any contract or agreement with said carrier, to take out any insurance, or to invite the Buyer to take out any insurance. The products shall in all circumstances be transported at the Buyer's own risk.
6. Warranties
CDS ELECTRONIQUE warrants the products sold under these general terms and conditions of sale for a period of six months from their date of shipment, under the conditions applicable to each manufacturer for which CDS ELECTRONIQUE acts as intermediary. However, CDS ELECTRONIQUE gives no other warranty and assumes no other obligation, express or implied, including for example with regard to the date of manufacture of the products or their fitness for a particular purpose.
The liability of CDS ELECTRONIQUE is in all cases limited, at its sole discretion, either to the issue of a credit note or to the replacement or repair of the defective product returned to it at the Buyer's expense during the aforementioned six-month period. This warranty may only be invoked if CDS ELECTRONIQUE is immediately informed in writing of such a defect and if it acknowledges, after examination, that such a defect exists and was not caused by misuse, improper storage, modification or accident. If CDS ELECTRONIQUE considers that it is not liable, it will inform the Buyer of the cost of the checks carried out, and this cost shall be paid to CDS ELECTRONIQUE by the Buyer.
7. Retention of title
Notwithstanding the handing over of the products to the carrier pursuant to §5 above, ownership of the products shall only pass after full payment to CDS ELECTRONIQUE of the selling price and all incidental costs. If the products are not paid for by the due date, CDS ELECTRONIQUE shall be entitled to repossess the products to which it has retained title.
8. Partial deliveries
Where delivery is made in several instalments, these general terms and conditions of sale apply to each partial delivery as if each constituted a separate and independent sale.
9. Descriptions
The descriptions, specifications, illustrations and other information appearing in the catalogues of the manufacturers or of CDS ELECTRONIQUE, or in other documents distributed by CDS ELECTRONIQUE, are provided for general information only. They have no contractual value and shall under no circumstances engage the liability of CDS ELECTRONIQUE.
10. Patents, etc.
The Buyer shall indemnify CDS ELECTRONIQUE for all costs, claims, expenses and damages of any kind whatsoever due to or attributable to the infringement of any patent, trademark or design that may be used in the manufacture of a product to the Buyer's specifications.
11. Indirect loss or damage
Unless expressly provided otherwise herein, CDS ELECTRONIQUE shall not be liable for any loss or damage of any nature whatsoever, caused to anyone and in any manner whatsoever by any of the products supplied by CDS ELECTRONIQUE. The Buyer shall indemnify CDS ELECTRONIQUE against any claim that may be made against it in this respect by a third party.
12. Buyer's financial situation and defaults
If CDS ELECTRONIQUE considers at any time that the Buyer's financial situation does not justify the stipulated payment terms, or if the Buyer has failed to perform any of its obligations under these general terms and conditions of sale or other contractual documents with CDS ELECTRONIQUE, CDS ELECTRONIQUE shall be entitled to cancel any order that has not been fully performed or to suspend deliveries. In this case, the Buyer shall indemnify CDS ELECTRONIQUE for all costs, expenses or damages incurred or suffered by it.
13. Set-off
The Buyer expressly undertakes not to set off any sum it owes to CDS ELECTRONIQUE against any sum that may be owed to it by CDS ELECTRONIQUE.
14. Remedies
No right conferred on or reserved to CDS ELECTRONIQUE under these general terms and conditions of sale shall be deemed to deprive CDS ELECTRONIQUE of the other rights, remedies or defences provided by law.
15. Force majeure
CDS ELECTRONIQUE shall not be liable for any total or partial failure to perform its obligations if such failure is attributable to an act of government, a case of Force Majeure or a fortuitous event (such as war, civil or otherwise, riots, embargo, strike, labour disputes, epidemics, flood, fire, sabotage, requisition or government measure, or any other cause beyond the control of CDS ELECTRONIQUE).
If a contract or an order becomes impossible to perform, in whole or in part, CDS ELECTRONIQUE shall be entitled, for all work carried out by it up to the date on which such impossibility arose, to reasonable remuneration, against which any sum already paid by the Buyer in respect of said contract or order shall be offset.
16. Notices
Any notice given under these general terms and conditions of sale may be given either in person against receipt, or by registered letter addressed to the party concerned at its business address or registered office. In the latter case, the notice shall be deemed received forty-eight hours after the date of dispatch, as evidenced by the postmark.
17. Competent courts
The courts of Meaux shall have sole jurisdiction to hear any dispute arising from these general terms and conditions of sale and from any contract or document relating thereto.
