1. Scope and enforceability of the General Conditions of Sale :
These General Conditions of Sale (GCS) are the basis for all commercial negotiations between MADE, registered address at Impasse de la Garigue, LA FARLEDE (Var - FRANCE), registered on the TOULON Register of Companies as numbers B 381 537 604 and 91 B 341, and its distributors, and can be found on our website: www.made-sa.com or obtained from MADE on request from the customer.
Consequently, unless agreed otherwise, the fact of placing an order implies the complete and unreserved acceptance by the customer of these General Conditions of Sale, to the exclusion of all other documents such as prospectuses and catalogues issued by the vendor which are for information only.
No special conditions can prevail over these General Conditions of Sale unless subject to the formal and written agreement of the vendor.
Any condition that is contrary to these GCS shall therefore, unless expressly accepted, be unenforceable on the vendor, regardless of when the vendor becomes aware of it.
The fact that the vendor does not enforce at any given time any of these General Conditions of Sale shall not be interpreted as constituting an abandoning of the future enforcement of any such condition.
2. Orders :
For an order to be valid it must state the quantity (i.e.: brand, type, references) of products purchased, as well as the agreed prices, the payment conditions, place and date of delivery or collection.
The minimum amount for an order is 250 euros, net of taxes.
Orders are only definitive once confirmed by MADE.
3. Changes to Orders :
Orders can only be changed at the request of the customer if agreed by MADE.
A new price quote taking into account the requested technical modifications is then drawn up by MADE. This is deemed to have been accepted if not challenged within two days of receipt.
4. Prices :
4.1 In Metropolitan France, the prices are inclusive of packaging and carriage, and net of taxes on the basis of the price lists as forwarded to the customer.
4.2 Unless agreed otherwise the prices are EX WORKS (EXW LA FARLEDE, Incoterms 2000). Any taxes, duties, fees or other charges that are due in application of regulations in France or any importing or transit country must be paid by the customer.
4.3 MADE SA reserves the right to change its prices as appropriate. MADE SA will inform the customer in writing of its intention thirty (30) days in advance.
5. Delivery :
5.1 Details : Delivery takes place either with a simple notification of availability to the customer, or by delivery or direct handover of the product to a carrier on the premises or warehouses of MADE. The customer agrees to take delivery in the 5 days following notification of availability. Beyond this time limit expenses for storage will be charged and MADE reserves the right to invoice as if delivered.
5.2 Delivery deadlines : Stated delivery times are as accurate as possible but are dependent on the time required to produce the products ordered. The stated delivery dates are given for information only and are therefore not contractual. The following are Force Majeure/Acts of God releasing the vendor from its delivery obligations: War, riot, fire, strikes, accidents, impossibility of obtaining supplies. The vendor will keep the customer informed, in good time, of such cases as stated above. Deliveries within the stated time periods will only take place if the customer has fulfilled all its obligations with regard to the vendor, regardless of the reason.
5.3 Risks : The products are delivered EX-WORKS, our factories, unless stated otherwise in the contract. The products are shipped at the consignee’s risk and the consignee shall be responsible for making all observations in the event of damage or shortfalls and must confirm any reservations by extra-judicial document or recorded delivery letter with acknowledgement of receipt issued to the carrier within forty-eight hours of the receipt of the goods, and the immediate forwarding of a copy to MADE.
6. Receipt of goods :
Notwithstanding the steps taken with regard to the carrier, any claims concerning obvious defects, or the non-conformity of the product as delivered with the product as ordered or the dispatch note, must be notified in writing within forty-eight hours of the arrival of the products.
The customer must provide all necessary proofs relating to the reality of the defects or anomalies noted. The customer will allow MADE every opportunity to view these defects and to rectify these. The customer must not act itself or cause a third-party to act in this regard.
7 Returns :
7.1 Details : Any return must be the subject of formal agreement between MADE and the customer. Any product returned without this agreement will be held available to the purchaser and will not give rise to a credit note. All charges and risks associated with any return are the responsibility of the customer.
7.2 Consequences : An the event of an obvious defect or non-conformity in the delivered products, duly acknowledged by MADE in accordance with the above conditions, at the decision of MADE, the customer will receive either a free of charge replacement or a reimbursement for the products, to the exclusion of any other compensation or damages.
8 Guarantee :
8.1 Scope : The products are guaranteed against all operating faults arising from defects in materials, design and manufacture, provided that the anomaly is reproducible by MADE in a configuration that is compatible with that as supplied, and this during a period of TWELVE (12) months as of the date of delivery. Any actions under the guarantee shall not extend this period.
Under this guarantee, the only obligation on MADE will be, at its choice, the free of charge replacement or reimbursement for the product or the part acknowledged as being defective by it. To be covered by the guarantee the product must in advance be submitted for an after-sales service by the local distributor or by MADE, as appropriate, whose agreement is a prerequisite for any replacement. The customer must pay all delivery charges and shall not be entitled to claim any compensation in the event of the product not being available because of the application of the guarantee.
8.2 Exclusions : The guarantee does not cover obvious defects. It does not cover defects and deterioration resulting from normal wear and tear, incorrect storage, any use that does not conform with the manufacturer’s recommendations, or from an external accident (incorrect assembly, faulty maintenance, abnormal use, etc.) or resulting from an addition, removal or any other modification made to the product that was not notified or specified to MADE when the order was placed. In these cases, the distributor or its customer will be wholly liable for all replacement, repair and carriage costs.
9 Regulatory compliance :
The customer is solely responsible with regard to the importation of the products into its country and for their compliance with any applicable mandatory regulations.
10 Invoicing :
An invoice will be drawn up for each delivery and issued eight days as of the delivery, except for deliveries of orders covered by schedules (weekly, monthly, etc. billing).
11 Payment :
11.1 Details : For first orders, payment must be made with the order. For subsequent orders a payment schedule may be granted subject to the opening of an account authorised by our accounts department. Any late payment may be result in any agreed payment schedule being amended or cancelled.
If the customer fails to fulfil its obligations, or if it ceases to make payments, the whole of the outstanding purchase price becomes due even if the bill falls due at a later date. Immediate payment must then be made.
11.2 Late or non-payment : Any amount outstanding after the due date as stated on the invoice results in the application of a penalty equal to one and half times the legal rate of interest applicable in France. These penalties become payable at the simple request of MADE.
The customer must reimburse all costs incurred by any litigation involving the amounts due, including all legal costs. Payments cannot under any circumstances be suspended or subject to any offset without the prior written agreement of MADE.
11.3 Deposits or payment requirements: Deposits may be required prior to the fulfilment of orders placed if there is a decline in the credit rating of the customer.
12 Risks :
The customer bears all risks, even for carriage paid, as of shipping from MADE premises. This means that all products are shipped at the consignee’s risk and the consignee shall be responsible for issuing any reservations or taking any recourse in the event of damage or shortfalls regarding the carriers in question.
13 Ownership clause :
MADE retains ownership of all goods sold until full payment of the agreed price and surcharges. Payment within the meaning of this clause does not include the issuing of a bond creating a debt obligation (bill or other).
Failure to pay on any due date may result in the products being reclaimed.
The above provisions shall not hinder the transfer as of the shipping to the customer of the risks of loss or damage to the goods as well as responsibility for any reparations that may arise.
The distributor is authorised in the normal course of its business operations to resell delivered products. It cannot however grant these as a pledge or transfer ownership as security. In the event of a resale, the distributor agrees to immediately pay to MADE that part of the price that is outstanding or failing this, to immediately notify it to enable it to exercise its right to make a claim against the price with regard to the third-party purchaser. The authorisation to resell is withdrawn in the event of court-ordered administration or winding-up.
14 W/DEEE :
In accordance with Decree 2005-829 of 20 July 2005 relating to the disposal of Waste Electrical and Electronic Equipment (WEEE), the user is responsible for the collection and disposal of WEEE in compliance with the provisions of Articles 21 and 22 of this Decree.
15 Allocation of jurisdiction - Applicable law :
If an amicable solution cannot be found, any dispute concerning the sale and/or delivery by MADE or the fulfilment of the order as defined herein, even in the event of action to enforce a warranty or the introduction of third parties, shall come within the exclusive jurisdiction of the Tribunals of TOULON (Var - France).
These General Conditions of Sale, their existence, negotiation and execution shall be governed and construed in accordance with the laws of France.
For the benefit of the customer, this Agreement has been translated into English. The Parties agree that the French language version shall prevail if there is any conflict of interpretation.