1 – General Terms – Enforceability – Application

Sales by FASUAL SAS are made exclusively under these general terms and conditions of sale (GTC), which are systematically sent to each buyer. The information appearing in the catalogues, brochures, leaflets and price lists, as well as statements by the company’s salespeople and technicians, are for guidance only.

Any firm order accepted by our company implies the buyer’s unreserved acceptance of these general terms and conditions of sale. Our general terms and conditions of sale prevail over the customer’s general terms and conditions of purchase, save for a written agreement to the contrary that substantially amends our general terms and conditions of sale. Any verbal order shall give rise to an irrebuttable presumption of acceptance of our GTCS. Any contrary condition imposed by the buyer shall therefore, in the absence of express acceptance, be unenforceable against the seller regardless of when it may have been brought to its attention.

2 – Opening an account

An account can be opened subject to the client providing the following documents: bank details (RIB), a K-bis extract less than three months old, the latest financial statements with appendices, the SIRET number, and the signed general terms and conditions of FASUAL SAS. The first order is payable before delivery.

3 –Order

Offer and acceptance

Any order is firm and final. Once placed, the order cannot be modified in any way. Any order for specific products must be paid for in advance. On a first order, our general terms and conditions of sale must be returned to FASUAL SAS signed and accepted by the customer at the time of the order.

Order notification

Every order constitutes an irrevocable commitment by the buyer. The order must be sent to us in writing (mail, email) and must include the customer’s company name, its SIRET number, its VAT number, the name of the principal, the delivery and billing address, the agreed payment terms, the exact references, the quantities (compliance with packaging multiples), and the net prices of the products ordered. Any specific delivery arrangements must be notified to us.

Specific handling and packaging fees

A contribution towards handling and packaging costs may be charged in the event of a special request and/or oversized item.

Urgent order

All costs relating to the shipping of an order with an urgent character are borne by the customer. The surcharge on the transport cost will be communicated according to the delivery criteria (lead time, weight, volume, distance, etc.).

Order cancellation

Any order received from the customer is considered firm and final. Therefore, any cancelled order on stocked products will result in, at minimum, the invoicing of the costs related to processing it, namely 30% of the total order amount, with a minimum flat fee of 60 euros charged as compensation. Any goods ordered specifically for the customer (non-stocked products) may not be returned or cancelled. Should this be the case, the full amount of the order would become payable.

4 – Delivery / collection

Delivery time

Delivery times are given for guidance only; any delay does not entitle the buyer to claim damages or to cancel the order.

Delivery terms

The delivery must be checked upon receipt with the carrier. All transport documents must be signed and bear the company stamp. In order not to be held responsible for the loss of or damage to the goods received, the customer must state in writing and precisely upon delivery, on all transport documents, any reservations regarding a shortage, non-conformity or damage. In the event of loss, substitution or damage related to transport, the buyer must inform the carrier within the legal period of 48 hours by registered letter with acknowledgement of receipt or by extrajudicial acts pursuant to article L. 133-3 of the Commercial Code. As well as the reservations stated on the delivery note (B.L).

Customer collection

Collections may be made from our warehouses by the customer or the carrier mandated by the latter after a maximum lead time of forty-eight hours following the registration of the order by our sales department. The goods will be handed over to the customer upon presentation of an authorisation or a power of attorney on the customer’s letterhead signed by the manager, accompanied by the order number provided by our sales department. The transfer of risk takes place as soon as the collection has been carried out.

5– Price

All our prices are understood to be net, excluding taxes, transport and insurance. The prices stated on our price offers, catalogues/price lists are not contractual. They are subject to changes depending on the variations imposed on us by manufacturers, carriers and the Euro-dollar exchange rate. The applicable prices are those in force on the day of the order on available stock. In the event of a product being unavailable due to a stock shortage (whether on our part or not), the price is revisable on the day of delivery.

6 – Warranty and liability

As a distribution intermediary, FASUAL SAS grants on the marketed equipment only the warranty provided by the manufacturer. The contractual warranty granted by the manufacturer binds the manufacturer alone. For FASUAL SAS, only the legal warranties provided for by articles 1641 to 1649 of the French Civil Code apply to the products delivered. In the performance of these warranties, the contractual liability of FASUAL SAS excludes all direct, indirect or incidental damages resulting from the use, handling or failure of the goods delivered. In all cases, the warranty will cease automatically if the customer has not fulfilled its contractual obligations regarding payment.

7 – Installation, maintenance

The client shall have full and complete responsibility for the installation and maintenance of the equipment by specialised and qualified personnel who must comply with the manual provided and, more generally, with the best practices of the trade in this field. The client shall furthermore have full and complete responsibility for the equipment, ensuring its installation, operation and safekeeping. In particular, the client must obtain all authorisations, licences and certificates required for the installation, use and disposal of the equipment. FASUAL SAS assumes no obligation regarding installation and maintenance, except by express written agreement. The client shall refrain from holding FASUAL SAS liable for any damage resulting from the assembly or faulty installation of the goods carried out by subcontractors chosen by the client, or by subcontractors who usually work for FASUAL SAS.

8 – Intellectual property / patents

FASUAL SAS reserves the right to intervene in court or otherwise in any action brought against one of its clients and based on an infringement of a patent, design, process or trademark belonging to it, the said client being obliged, under penalty of damages, to call FASUAL SAS as guarantor. The tooling, drawings and studies that FASUAL SAS may be required to create for the production of special parts always remain the property of FASUAL SAS, even if a contribution to the study or tooling costs has been requested from the client. The client undertakes to notify FASUAL SAS of any infringement it becomes aware of concerning a patent, process, model, trademark, etc. belonging to FASUAL SAS.

9 – Transfer of risk

The transfer of risk takes place from the moment the delivery is taken in charge (entry into the client’s warehouse).

10 – Retention of title

All sales are concluded with retention of title, consequently the transfer of ownership
of the goods sold is suspended until effective
payment of the price.

11 – Payment terms

Payment method – Cash on delivery

Unless otherwise stipulated, our invoices are payable by draft or cheque within 45 days end of month from the invoice date, after acceptance by our finance department (attach bank details to the purchase order), except for the first order which must be made by any means of payment before delivery of the goods. In all other cases (no credit line, or credit line exceeded), payment must be made in cash, by bank cheque, cheque, draft guaranteed by the client’s bank, bank transfer, or credit card. In the case of payment by draft, it must be returned accepted and domiciled within eight days. FASUAL does not make cash-on-delivery deliveries unless prior acceptance is given by our finance department. In this case, a flat fee of 20 euros excluding tax, corresponding to cash-on-delivery charges, will be invoiced.

Discount

In the event of early payment of an amount before its due date or for advance payment, the discounts granted are as follows:
Payment on order: 2% Payment within 15 days: 1%

Late payment / payment default

Payment terms may not be delayed for any reason whatsoever. No dispute shall in any case suspend payment of the undisputed portion of the invoice. Any bill of exchange not returned within eight days of its issuance shall be deemed a payment default and shall render all amounts due immediately payable. Failure to pay any of our instruments when due shall render the balance of the outstanding accounts payable. It shall entitle FASUAL SAS to suspend any order and delivery in progress and to withdraw any possibility of a payment term. In accordance with articles 1139 and 1153 of the Civil Code, the maturity of one or more invoices shall constitute formal notice to pay without any other formality. Late-payment penalties shall apply from the maturity date of the invoice(s) at a late-payment interest rate equal to 1.5 times the statutory interest rate, provided that this penalty may not be less than 1 euro (any month started shall be due in full).

A penalty of 20% of the amounts claimed shall be applied as fixed liquidated damages, without prejudice to the legal interest mentioned elsewhere, as well as procedural costs, expenses, third-party intervention fees and costs of representation before the courts.

12 – Claims

Any claim relating to a defect in the goods delivered, to an inaccuracy in the quantities or to an erroneous reference compared to the sales offer, the order, or the order confirmation by FASUAL SAS may be made in writing within five days of receipt of the goods to our customer service department, without neglecting recourse against the carrier, for whom any reservation must be made mandatorily at the time of signing the transport receipt and then completed within 48 hours following delivery by a registered letter with acknowledgement of receipt. After this five-day period with our customer service department, a claim is no longer admissible (ten-day period on prices). All claims must include the customer number, the delivery note number, the invoice number and the detailed and explicit reason for the anomalies noted. Under cover of a claim, the buyer may not withhold all the sums owed by it or set off.

13 – Return conditions

Returnofgoods

No return will be accepted without the prior express agreement of our customer service department. Any return request must be submitted within five days of receipt of the goods by the buyer. The “return authorisation request” form must be filled in precisely by the customer and returned to our customer service department, which will assign an authorisation number and a return shipping address, along with any instructions. Any parcel returned without said document and without an authorisation number will be refused and may not be eligible for any credit note. Except in the event of a picking entry error, shipping costs are borne by the customer. All returned products must be in as-new condition and in their original packaging. No marking and/or label may appear on the original packaging other than the FASUAL SAS transport labels (should this be the case, the products will be considered damaged and may not be eligible for a credit note).

No credit note may be issued in the event of the return of products whose packaging has been opened or of products that have been installed or tested (except defective ones). Any return must be effective within fifteen days following the assignment of the return number; after this period, the return will no longer be accepted. FASUAL SAS reserves the right to apply a depreciation rate in the event of a product return.

Return for faulty goods

Defective goods may be taken into consideration subject to FASUAL SAS’s agreement, provided that the defect does not result from abnormal use or from intervention on the product by a third party. Each return for defects will be subject to an inspection by FASUAL SAS, which alone is authorised to determine non-conformity. If the product’s non-conformity is confirmed, a credit note will be issued after FASUAL SAS’s agreement. Otherwise, the goods will be held at the customer’s disposal.

14 – Jurisdiction

In the event of a dispute relating to the interpretation of a sales contract or to its performance, the Commercial Court of PARIS shall have sole jurisdiction.