General terms and conditions of sales
1.1 Unless otherwise expressly agreed in writing, the following Terms of Sale and Delivery – our ref : 4018.A - apply to the business transactions between HASLER Company France, Germany, Switzerland, China or any other subsidiary of HASLER hereinafter referred to as Supplier and the Customer.
1.2 Differing or supplementary agreements to these Terms of Sale and Delivery are only valid if expressly accepted in writing by the Supplier.
1.3 Quotations that do not specify a final date for acceptance are without obligation. After the final date has passed, the Supplier reserves the right to accept or reject an order.
2. Purchase Orders, Order Confirmation
2.1 Purchase orders will normally been confirmed in writing by the Supplier. The scope of the goods and service is defined exclusively by the wording of the written confirmation of order.
2.2 Changes to the order and verbal agreements are only valid if the Supplier confirms the same in writing to the Customer.
2.3 The Supplier is entitled to undertake modifications that lead to improvements at any time, provided that these do not affect the warranted performance characteristics or result in an increase in price.
3. Standards, Regulations
3.1 In the absence of a written agreement to the contrary, the delivery conforms to the standards and regulations in application and used by the Supplier at the time of issuing the quotation.
3.2 The devices are designed and constructed subject to compliance with the basic health and safety regulations of the relevant directives of the European Union. The CE marking and the issue of the Supplier's declaration and declaration of conformity take place in accordance with the applicable guidelines.
4.1 Prices are net, in Euros, departing the factory, without any deductions and without packaging for transportation. Every ancillary costs regarding transport packaging, insurance, export, import and transit approvals as well as other authorizations and certificates are at the expense of the Customer; He also owes all taxes, customs duties and other rights.
In case packaging, transport and insurance costs as well as other ancillary costs are included in our estimate or delivery prices or if they are indicated separately in estimates, or order confirmations, we reserve the right to arrange our rates in a suitable manner in case of tariffs modification.
4.2 After contract conclusion, price adaptations can be made in the following cases:
- a price review was agreed,
- the delivery period was extended for one of the reason listed under 7.3,
- the expanse of the agreed deliveries or services has been modified, or
- material or execution have been modified, because the documents supplied by the Customer did not correspond to the actual facts or were incomplete.
5. Terms of Payment
5.1 Payments must be made by the Customer in conformity with the agreed terms of payment at the Supplier's domicile without deduction of discount, expenses, taxes, duties, fees, customs duties and similar. In the absence of an agreement to the contrary, the price is to be paid in the following instalments: one-third upon receipt of order confirmation, two-thirds upon readiness for delivery or acceptance.
5.2 Terms of payment and obligations to make payment must be adhered to even if acceptance, transport, delivery, assembly or commissioning of the delivery or services is delayed or rendered impossible for reasons for which the Supplier bears no responsibility or if non-essential parts are missing or if subsequent improvement proves necessary but which do not make it impossible to employ the goods or services.
5.3 In the event of default in payment, the Supplier reserves the right immediately to cease all scheduled deliveries and services and is entitled to charge, from the agreed due date onwards, a rate of interest equal to one and a half the french legal interest rate, with a minimum lump sum of 40 euros.
5.4 If the Customer is in arrears of payment or if the Supplier has genuine cause to fear that payments by the Customer will not be received in full or in time, the Supplier is entitled to suspend further performance of the contract and to withhold deliveries and services. If the Supplier does not receive satisfactory securities within a reasonable period of time, he is entitled to withdraw from the contract and to claim compensation for damages and to repossess the goods delivered under the order at the Customer's expense.
6. Reservation of Title
6.1 Title to the delivery remains with the Supplier until all receivables have been paid in full. The Customer is obliged to cooperate in measures to protect title, in particular he empowers the Supplier to undertake the entry or priority notice of the reservation of title in public registers/books in accordance with the relevant national statutes and to comply with all formalities in this respect at the Customer’s expense. The Customer is obliged to insure and to maintain the goods delivered for the duration of the reservation of title.
7. Delivery Date
7.1 The delivery period starts with acceptance and confirmation of the purchase order by the Supplier and after clarification in full of the technical and commercial matters as well as after compliance with all formalities required by the authorities such as import, export, transit and payment approvals.
7.2 The delivery period is deemed to have been met when the goods are ready for delivery or acceptance as agreed.
7.3 The delivery period will be reasonably extended:
if the details required for performance of the order are not received timely by the Supplier or if these are subsequently changed by the Customer,
if the periods for payment are not complied with, if letters of credit are opened too late or import licences are not available to the Supplier in time,
if obstacles arise which the Supplier is unable to avoid in spite of exercising the requisite degree of care, regardless of whether these arise at the Supplier, at the Customer or a third party. Such obstacles are events of force major, for example, epidemics, mobilisation, war, unrest, considerable interruption of operations, accidents, labour disputes, delayed or defective supply of the necessary raw materials, semi-finished or finished products, rejection of important work pieces, official measures or injunctions, natural disasters.
7.4 The agreed delivery date is equivalent to the last day of a delivery period. Articles 7.1 to 7.3 apply accordingly.
7.5 If the goods and services are unable to be delivered within the agreed delivery period as a consequence of such events for which the Supplier is not responsible, no rights accrue to the Customer as a result.
8. Documents, Data
8.1 Indications of weights, dimensions, performances, prices, etc. in catalogues and brochures, etc. are general guides without binding effect.
8.2 The Supplier reserves all rights to documents, plans and all data and test results. They may not be copied, brought to the knowledge of third parties by any means whatsoever, or used for the manufacture of a machine, plant or parts thereof.
9.1 If the Customer withdraws an order, the Supplier is entitled to be paid for all deliveries and services already rendered, plus a cancellation fee of at least 10% of the order value.
10. Packaging, Transport
10.1 Any packaging for transportation is excluded. Packaging and dispatch requirements must be agreed in writing and are at the Customer's expense. Packaging is not returnable.
10.2 For "ex works” deliveries, transport and insurance are at the Customer's expense.
10.3 The Customer must report complaints about damage, losses, etc. in connection with transport immediately after receipt of delivery and these must be certified by the freight forwarder.
11. Passing of Use and Risk
11.1 The use and risk pass to the Customer at the latest with the dispatch of the delivery "ex works”.
11.2 If dispatch is delayed or rendered impossible for reasons for which the Supplier bears no responsibility, the risk passes to the Customer at the point in time originally scheduled for the "ex works” delivery. The goods are then stored and insured from this time onwards at the Customer's risk and expense.
12. Inspections and Acceptances
12.1 Prior to each dispatch, each system will be inspected to the usual extent. If the Customer wishes to be present during the inspection of his goods, this must be agreed in writing at the time of placing the order.
12.2 The Customer may accept the goods personally or through an authorised representative. Acceptance takes place in the manufacturer's works and includes a functional test without feeding products. The costs are at the expense of the Customer.
12.3 The Customer must inspect the goods and services within a reasonable period of time and notify the Supplier of any defects without delay in writing. Should he fail to do so, the goods and services are deemed to have been accepted.
13. Assembly and Commissioning
13.1 Assembly and commissioning are never included in the purchase order price.
13.2 The Customer must perform assembly with competent specialist personnel. Any damage that occurs during the course of assembly is at the Customer’s expense.
13.3 Commissioning including inspection of the assembly work must been performed by personnel authorised by the Supplier.
14.1 During the warranty period, the Supplier undertakes to repair or replace, according to his choice, as quickly as possible and following a written demand from the customer, all parts shown as damaged or unusable by the Customer, as a consequence of bad quality material, faulty construction or defective performance. Replaced parts become the Supplier’s property.
14.2 The Supplier will only pay the costs for the improvement or the replacement of defective parts in our works. If defective parts can’t be improved or replaced in our works for reasons for which the Supplier is not responsible, all the resulting additional costs, especially travelling and accommodation costs are at the expense of the Customer.
14.3 Excluded are any other claims of the customer based on defective delivery, in particular damages and the contract cancellation.
14.4 The warranty period is 12 months. It starts when the goods are ready for departure or when the commissioning is complete, if we also ensure it.
If dispatch or commissioning is delayed for reasons for which the supplier is not responsible, the warranty period ends at the latest 18 months after readiness for delivery.
14.5 Replaced parts are subject to the same warranty period as for the main installation. However, this warranty ends at the latest 24 months after the beginning of the warranty for the installation or, if the dispatch or the commissioning of the installation is delayed for reasons for which the supplier is not responsible at the latest 30 months after readiness for delivery.
14.6 Excluded from the warranty are damages resulting from natural wear, inadequate maintenance, failure to comply with operating instructions for faulty handling, excessive use, unsuitable operating devices, chemical or electrolytic influences, over voltage or thunderbolt, corrosions, erosions, cavitations or similar phenomena, any defective construction or assembly work not carried out by the Supplier as well as other causes for which the supplier is not responsible.
14.7 The warranty ends if the Customer or a third party try to modify or to improve the goods delivered without the supplier’s written agreement, or if the Customer doesn’t take immediate and adequate measures to avoid damage worsening and to allow the supplier to solve the problem.
14.8 If the customer doesn’t notice in writing and until the warranty expiry, specific claims coming from this last, the supplier is freed from warranty obligations.
14.9 For delivery coming from other manufacturer, we only ensure the warranty within the framework of the sub-contractor obligations.
15.1 The Supplier undertakes to perform the delivery in conformity with the contract and to fulfil the warranty obligations. Any further liability for any damage or consequential damage is excluded.
15.2 The total cumulative liability of the Supplier and its agents or employees, arising from or in connection with the contract from any cause whatsoever, whether based on contract, or tort (including negligence), strict liability, under any warranty or otherwise, shall, in no event and under no circumstances, exceed the total payments made by the Customer pursuant to the contract, and effectively received by the Supplier at the time of the Customer 's claim.
15.3 In no event and under no circumstances, whether as a result of performance or breach of contract, or tort (including negligence), strict liability, under any warranty or otherwise, shall the Supplier its suppliers, subcontractors, agents or employees be liable to the Customer for any incidental, special and/or consequential damages of any nature whatsoever such as (but not limited to) loss of profit or revenues, loss of production, loss of property, loss of equipment,...
15.4 The Customer shall waive any recourse against the Supplier and shall indemnify and hold the Supplier harmless for any claims from any third party in connection with the contract.
16. Place of performance
16.1 The place of execution for the Customer and for the Supplier is one of the Supplier facilities, the facility is chosen by the Suplier , even in case the delivery is Franco, CIF, FOB or similar conditions.
17. Applicable Law and Court of Jurisdiction
17.1 The legal relations are governed by French law. Court of competent jurisdiction are those regarding headquarter, i.e. Vienne, 38, France.
18.1 The present terms of sale regard every subjects that are not regulated in another form in writing according to mutual agreement. Customer conditions that are in contradictions with these general terms of sale are not valid excepted if the Supplier agreed with it in writing.