GENERAL TERMS OF SALE
These general terms of sale govern our sales and take precedence over any terms of purchase, barring an express formal waiver by us. Any order placed with us implies that the buyer has accepted our terms of sale and has waived its own general and special terms of sale.
1 – Price
1.1 Price offers shall only be binding on us insofar as there are no changes in the current law in relation to materials, salaries, taxes, etc.
1.2 Prices shall be specified in the confirmation of order. They shall be quoted ex works, unless otherwise stipulated.
1.3 Our offers shall be valid for one month at most and we shall only be bound when we have confirmed the buyer’s order in writing.
2 – Delivery deadline
2.1 Unless expressly accepted by us in writing, we shall not accept any clause establishing a penalty for late performance or damages for late performance.
2.2 There shall be new delivery deadlines for extra supplies or work not provided for in the contract and requested by the customer or its representative, without prejudice to the extension of deadline that such extra supplier or work may entail in relation to performance of the contract.
2.3 Our delivery deadlines are only given for information.
2.4 If the goods are not delivered within one month as from the date set on the confirmation of order, the buyer may use this delay to request cancellation of the sale, to the exclusion of any damages. To this effect, the buyer, within 2 weeks of the aforementioned period, must send our company, by registered letter with advice of delivery, notice of its intention of cancelling the contract if the goods were not delivered within 2 weeks of the notice.
2.5 We shall be entitled to suspend or cancel contracts in hand or to defer fulfilment of orders in the event of force majeure events such as, mobilisations, wars, epidemics, floods, fires, strikes, shortage of transport, accidents involving the total or partial stoppage of our facilities and the buyer shall not be entitled to compensation for any loss on this account.
3 – Transport
Regardless of the method of transport, the buyer shall assume the risks of loss and damage to the goods sold as soon as they have been remitted to the carrier. Said remittance shall be deemed to constitute delivery, notwithstanding any carriage paid and retention of title clauses. The same applies for damage caused by the products. In the event of loss or damage, the consignee must make precise reservations in writing to the carrier when the goods are delivered and confirm same within 72 hours by registered letter sent to the carrier. A copy of this letter must be sent to us.
4 – Limitation of warranty and claims
4.1 Upon delivery, the buyer must check that the goods comply with specifications and that there are no apparent defects. We must be notified of any claim within 3 days following receipt of the goods by registered letter with advice of delivery. If it fails to notify us within said deadline, we shall consider that the buyer has accepted all of said goods.
4.2 The equipment delivered and installed by us shall be covered by a one-year, two-year or ten-year warranty as from delivery, depending on whether they are mobile units, capital goods or real estate. This warranty shall only cover the repair or replacement of parts accepted as being faulty. It shall not entail any other obligations. The warranty shall not cover malfunctions brought about by any work on the equipment which we did not authorise, normal wear and tear of the equipment, lack of care or incorrect use thereof.
MyOpenspace brand products manufactured by HOYEZ SAS benefit from a five-year warranty against any manufacturing defect. Mechanical or electrical wear parts and consumables are excluded from the warranty. Example (light bulbs, fans, locks, …). By express agreement, products must be installed by professionals using and following the technical instructions provided by the Manufacturer. The manufacturer’s liability is excluded:
– for defects resulting from a specific design carried out by the Customer.
– for defects that result in all or part of normal wear, damage or accidents attributable to the Customer or a third party.
– in case of modification, in case of lack of maintenance or abnormal use of the products on contraindication with the recommendations or recommendations of the Manufacturer.
To make use of the guarantee, the customer must provide a copy of the delivery note, describe in writing the shortcomings noted, if possible support this description with photos and send by registered mail the various parts to HOYEZ SAS Quality Service Company, 121 Rue du noir debout – ZAC de la Croisette 59242 Cappelle en Pevele
4.3 In all other cases, our liability shall be governed by current law. However, in our relations with professionals, the warranty covering hidden defects shall be limited, at our discretion, to free replacement of the faulty parts or a refund of the price paid, to the exclusion of any damages.
4.4 Goods may not be returned without our prior express approval.
5 – Payment
5.1 By bank cheque with the order for any first order less than € 3 050,00, excluding tax. For any first order in excess of € 3 050,00, excluding tax, a down payment of 20% of the value of the contract shall be payable by cheque before the launch of manufacturing.
5.2 For any order involving assembly, a down payment of 30% of the value of the contract shall by payable by cheque before the launch of manufacturing.
5.3 All customers has be entitled to deduct a 1% discount from the amount of a bill, if it pays by cheque within 2 clear weeks as from the date of issue of the bill as evidenced by the postmark. The corresponding credit note will be sent to it upon receipt of its payment.
5.4 Non payment, even if partial, of our supplies on the initially planned date of payment shall entail the immediate payability of all outstanding sums and all bills in hand, even if they are covered by drafts. Penalties for late performance shall be applied to the outstanding sums after formal notice has been served by registered letter with advice of delivery. This interest shall be calculated as follows:
[1] Interest rate: 3 times the legal interest rate. Starting date of the interest: the day following the date of payment mentioned on the bill. Interruption of the interest: interest shall be interrupted upon receipt of payment of the capital. Calculation: interest on the total outstanding amount, excluding tax. If there is VAT on the outstanding amount, there shall be VAT on the interest for late payment.
5.5 To the mentioned penalties, a basic fee of 40€ is applied, to cover debt collection costs. The fee is to be paid on each outstanding invoice from the day after the due date
5.6 If a draft is extended, the buyer shall also pay interest for late payment (see clause 5.4).
5.7 The initially agreed terms of payment cannot exceed 90 days, from the end of the month.
5.8 As a penalty clause, the buyer shall owe a flat amount of 10% of the outstanding sums, with a minimum of € 38,50, for the late payment.
5.9 In the event of late payment, the seller reserves the right to change the terms of payment and discounts previously granted to the defaulting buyer.
5.10 When the seller has serious doubts concerning the buyer’s solvency or when the buyer fails to provide the requested guarantees, the seller shall be entitled to require prior payment of any delivery and/or to suspend the delivery of goods.
6 – Retention of title
6.1 The parties expressly agree that this sale shall only be complete upon payment of the whole price. Until then, the seller shall retain title to the equipment sold. The remittance of a certificate creating an obligation to pay (draft, etc.) shall not constitute payment under the terms of this clause.
6.2 If the buyer fails to pay on the initially planned date of payment, this sale shall be cancelled by operation of law if the seller sees fit. It may apply to presiding judge of the Lille Commercial Court, to which the parties have granted jurisdiction, to seek the return of the equipment by ordinary court order.
6.3 We reserve the right to appoint an expert to examine the condition of the returned equipment and ascertain the value thereof.
7 – Jurisdiction
In the event of any dispute and lawsuit, regardless of the nature thereof, the Lille court shall have sole jurisdiction, in the event of summary proceedings, third party proceedings, or several defendants or plaintiffs. If the customer is a foreign national, and regardless of the place of delivery, all disputes related to the order shall be finally settled in accordance with French law.