Terms & Conditions
I – SCOPE OF APPLICATION
These General Conditions of Sale (“GCS”) apply to the sale of all products, components, software and services (referred to as “Materials”) offered or provided by the Vendor to the Customer.
They also apply to any quotations or offers made by the Seller, and form an integral part of any order.
Seller” means any company controlled directly or indirectly by 6MOUV.
Acceptance of the Vendor’s offers and quotations, or any order, implies unreserved acceptance of these General Terms and Conditions of Sale, and excludes any stipulations to the contrary appearing on any other documents, and in particular on the Customer’s purchase orders and General Terms and Conditions of Purchase.
II – ORDERS
All orders, even those taken by the Vendor’s agents and representatives, regardless of the means of transmission, are binding on the Vendor only after written acceptance on his part or commencement of execution of the order.
The Vendor reserves the right to modify the characteristics of its Equipment without notice.
However, the Customer retains the possibility of specifying the characteristics to which it makes its commitment subject.
In the absence of such express specification, the Customer may not refuse delivery of the new modified Hardware.
The Seller shall not be liable for a wrong choice of Material if this wrong choice results from incomplete and/or erroneous conditions of use, or conditions not communicated to the Seller by the Customer.
Unless otherwise stipulated, offers and quotations submitted by the Vendor are valid for only thirty days from the date on which they are drawn up.
When the Equipment must comply with particular standards, regulations and/or be approved by inspection bodies or offices, the request for quotation must be accompanied by the specifications, to whose clauses and conditions the Vendor must subscribe.
This is mentioned on the quotation or offer.
Acceptance and inspection fees are always at the customer’s expense.
III – PRICES
Prices are either deemed firm for the period specified on the quotation, or are subject to a revision formula attached to the quotation and including, according to regulations, parameters for materials, products, miscellaneous services and salaries, the indices of which are published in the B.O.C.C.R.F. (Bulletin Officiel de la Concurrence, de la Consommation et de la Répression des Fraudes).
All ancillary costs, such as visas, specific controls, etc., are charged extra.
IV – DELIVERY
Sales are governed by the INCOTERMS published by the International Chamber of Commerce (“I.C.C. INCOTERMS”), latest edition in force.
The Material is shipped according to the conditions indicated on the order acknowledgement issued by the Seller for all Material orders.
Unless otherwise stated, prices are for materials made available at the Seller’s plant, including basic packaging.
Unless otherwise stipulated, Materials are always transported at the consignee’s risk.
In all cases, it is the responsibility of the consignee to make any claim concerning the condition or number of packages received, within the legal time limits, to the carrier, and to send a copy of this declaration to the Vendor at the same time.
Failure to comply with this procedure releases the Vendor from all liability.
In any event, the Seller’s liability shall not exceed the amount of compensation received from its insurers.
If shipping arrangements are modified by the Customer after acceptance of the order, the Vendor reserves the right to invoice any additional costs that may result.
Unless otherwise stipulated in the contract or required by law, packaging will not be taken back.
In the event of a delay in the delivery of the Material, for a reason not attributable to the Vendor, storage of the Material on the Vendor’s premises will be at the Customer’s sole risk, subject to the invoicing of storage charges at the rate of 1% (one percent) of the total amount of the order, per week commenced, without deductible, from the date of availability stipulated in the contract.
After a period of thirty days from this date, the Vendor may, at his discretion, either freely dispose of the Equipment and/or agree with the Customer a new delivery date for the said Equipment, or invoice it in full for payment according to the contractually agreed deadline and amount.
In any event, any advance payments received shall be retained by the Vendor as compensation, without prejudice to any other action that the Vendor may take.
V – DEADLINES
The Vendor is bound only by the delivery times indicated on the order acknowledgement.
These lead times run only from the date of issue of the acknowledgement of order by the Seller, and are subject to the fulfilment of the constraints set out in the acknowledgement of order, in particular receipt of the down payment, notification of the opening of an irrevocable documentary credit conforming in all respects to the Seller’s request (especially as regards amount, currency, validity, license), acceptance of the terms of payment together with the provision of any guarantees that may be required, etc….
Exceeding deadlines does not entitle the customer to damages and/or penalties.
Delivery deadlines are automatically interrupted without legal formalities in the event of any breach of the Customer’s obligations.
VI – TESTING – QUALIFICATION
Specific tests and/or trials, as well as acceptance tests, requested by the Customer, whether carried out on the Customer’s premises, in the Seller’s factories, on site, or by inspection bodies, must be mentioned on the order and are always at the Customer’s expense.
The Seller may provide the Customer with a certificate of approval for some of its products.
Final approval by the aeronautical authorities in the customer’s country is always the customer’s responsibility.
The Vendor can provide all the support required for this certification, but all associated costs are the responsibility of the Customer and must be covered by a purchase order accepted by the Vendor.
Modifications to the equipment sold specifically requested by the customer do not engage the responsibility of the Seller as to their impact on the final homologation of the product by the aeronautical authorities.
VII – TERMS OF PAYMENT
All sales are deemed to have been made and to be payable at the Seller’s registered office, without derogation, irrespective of the method of payment, the place where the contract was concluded and the place of delivery.
When the customer is located on French territory, invoices are payable in cash upon receipt at 30 (thirty) days net, invoice date.
Unless otherwise stipulated, when the Customer is located outside the French Territory, invoices are payable in cash against submission of shipping documents, or by irrevocable documentary credit confirmed by a first-class French bank, all costs to be borne by the Customer.
Payments are made by crediting the Seller’s bank account, and must be made in the invoicing currency.
In application of French Law no. 2008-776 of 4/08/2008, the non-payment of an invoice on its due date will give rise, after formal notice has remained without effect, to the levying of a fixed penalty on the due date of the debt, applied to the amount inclusive of all taxes (TTC) of the sums due if the invoice includes VAT (Value Added Tax).
This penalty is equal to the rate applied by the European Central Bank to its most recent refinancing operation, plus 10 points.
In the event of collection of the said sums by legal action, a surcharge of 15% (fifteen percent) of the sum claimed will be applied, with a minimum of €500 exclusive of tax (five hundred euros excluding tax), plus tax where applicable.
VIII – COMPENSATION CLAUSE
Unless prohibited by law, the Vendor and the Customer expressly agree to offset their debts and receivables arising from their commercial relationship, even if the conditions defined by law for legal offsetting have not all been met.
IX – TRANSFER OF RISK / RETENTION OF TITLE
The transfer of risk occurs when the Equipment is made available, in accordance with the delivery conditions agreed at the time of order.
Ownership of the Equipment sold is transferred to the Customer upon receipt of the full price in principal and accessories.
In the event of an action to reclaim the Equipment delivered, any advance payments made will be retained by the Vendor as compensation.
As long as the price has not been paid in full, the Customer is obliged to inform the Vendor, within twenty-four hours, of the seizure, requisition or confiscation of the Equipment for the benefit of a third party, and to take all protective measures to make known and respect the Vendor’s right of ownership in the event of intervention by creditors.
X – CONFIDENTIALITY
Each party undertakes to keep confidential all information of a technical, commercial, financial or other nature received from the other party, whether orally, in writing or by any other means of communication, in connection with the negotiation and/or execution of any order.
This obligation of confidentiality shall apply throughout the performance of the order and for 5 (five) years after its completion or termination, for whatever reason.
XI – INDUSTRIAL AND INTELLECTUAL PROPERTY
The results, whether patentable or not, data, studies, information or software obtained by the Vendor in the execution of any order are the exclusive property of the Vendor.
With the exception of operating, servicing and maintenance instructions, studies and documents of any kind supplied to customers remain the exclusive property of the Vendor and must be returned to him on request, even if a contribution to the study costs has been invoiced, and may not be communicated to third parties or used without the Vendor’s prior written consent.
XII – RESOLUTION / TERMINATION OF THE SALE
The Vendor reserves the right to immediately cancel or terminate, at his discretion, ipso jure and without legal formalities, the sale of his Equipment in the event of non-payment of any part of the price when due, or in the event of any breach of any of the contractual obligations by the Customer.
Deposits and instalments already paid shall be retained by the Vendor as compensation, without prejudice to his right to claim damages.
In the event of cancellation of the sale, the Equipment must be returned immediately to the Vendor, wherever it may be located, at the expense and risk of the Customer, subject to a penalty equal to 10% (ten percent) of its value per week of delay.
XIII – WARRANTY
The Vendor warrants the Equipment to be free from defects in materials and workmanship for a period of twelve months from the date of delivery, except where otherwise provided by law.
The warranty may only be invoked insofar as the Equipment has been stored, used and maintained in accordance with the Seller’s instructions and manuals.
It is excluded when the defect results in particular from :
– lack of supervision, maintenance or proper storage,
– normal wear and tear,
– any intervention or modification to the Equipment without the Vendor’s prior written authorization,
– abnormal or improper use of the Equipment,
– faulty installation by the customer and/or end-user,
– failure by the Customer to inform us of the purpose or conditions of use of the Hardware,
– failure to use original spare parts,
– an event of Force Majeure or any event beyond the control of the Vendor.
Maintenance may be the subject of a specific contract to be concluded between the Vendor and the Customer.
All warranty and maintenance operations will only be carried out after full payment of the sums due by the Customer.
In all cases, the warranty is limited to the replacement or repair of parts or Equipment recognized as defective by the Vendor’s technical services.
If repairs are entrusted to a third party, they will only be carried out once the Vendor has accepted the repair estimate.
Any return of Material is subject to prior written authorization by the Vendor.
The Equipment to be repaired must be sent carriage paid to the address indicated by the Vendor.
If the Equipment is not covered by the warranty, the Customer or end-buyer will be invoiced for its return.
The present warranty applies to the Seller’s Equipment which has been made accessible and therefore does not cover the costs of removing and reinstalling the said Equipment in the assembly in which it is integrated.
The repair, modification or replacement of parts or Materials during the warranty period shall not have the effect of extending the warranty period.
The provisions of the present article constitute the sole obligation of the Vendor concerning the warranty of the Equipment delivered.
XIV – LIABILITY
The Seller’s liability is strictly limited to the obligations stipulated in these General Terms and Conditions of Sale and to those expressly accepted by the Seller.
All penalties and indemnities provided for herein are in the nature of lump-sum damages, in full discharge and exclusive of any other penalty or indemnity.
Excluding gross negligence on the part of the Vendor and compensation for personal injury, the Vendor’s liability shall be limited, for all causes combined, to a sum not exceeding the contractual amount, exclusive of tax, of the supply or service giving rise to compensation.
Under no circumstances shall the Vendor be liable to compensate for any consequential and/or indirect damages which the Customer may claim; nor shall the Vendor be liable to compensate for loss of production, business or profit, or more generally for any compensable loss other than physical or material loss.
The Customer guarantees that its insurers or third parties in a contractual situation with it will waive any recourse against the Seller or its insurers, beyond the limits and exclusions set out above.
XV – SPARE PARTS AND ACCESSORIES
Spare parts and accessories are supplied on request, if available.
Additional costs (postage and packing, etc.) are always charged extra.
The Seller reserves the right to require a minimum quantity or invoicing per order.
XVI – WASTE MANAGEMENT
The Equipment offered for sale does not fall within the scope of the European Directive 2002/96/EC (WEEE) of January 27, 2003, and of all the laws and decrees of the EU Member States deriving therefrom, concerning the composition of electrical and electronic equipment and the disposal of waste from such equipment.
In accordance with article L 541-2 of the French Environment Code, it is the responsibility of the waste holder to ensure its elimination, or to have it eliminated, at his own expense.
XVII – FORCE MAJEURE
With the exception of the Customer’s obligation to pay the amounts due to the Vendor under the order, the Customer and the Vendor cannot be held responsible for the total or partial non-performance of their contractual obligations if this non-performance results from the occurrence of a case of force majeure.
In particular, force majeure includes delays or disruptions to production resulting wholly or partly from war (declared or undeclared), acts of terrorism, strikes, riots, accidents, fire, floods, natural disasters, delays in transportation, shortages of components or materials, governmental decisions or acts (including export bans or revocation of export licenses).
If either party is delayed or prevented from fulfilling its obligations under this Article for more than 180 consecutive days, either party may terminate the unfulfilled part of the order by written notice to the other party, ipso jure and without judicial formalities, without liability.
However, the Customer will be obliged to pay the agreed price for the Equipment already delivered at the date of termination.
XVIII – PROHIBITION OF ILLICIT PAYMENTS
The Customer shall refrain from any initiative that would expose the Seller, or any company related to it, to the risk of sanctions under the legislation of a State prohibiting illicit payments, in particular bribes and gifts of a manifestly unreasonable amount, to officials of an Administration or public body, to political parties or their members, to candidates for elective office, or to employees of customers or suppliers.
XIX – COMPLIANCE OF SALES WITH INTERNATIONAL LEGISLATION
The Customer agrees that the legislation applicable to the control of imports and exports, i.e. that applicable in France, the European Union, the United States of America, the country where the Customer is established, if this country is not covered by the aforementioned legislation, and in the countries from which the Equipment may be delivered, as well as the provisions contained in the related licenses and authorizations, whether general or derogatory in scope (referred to as “compliance of sales with international regulations”), apply to the receipt and use by the Customer of the Equipment and its technology.
Under no circumstances may the Customer use, transfer, assign, export or re-export the Materials and/or their technology in contravention of the provisions on compliance of sales with international regulations.
The Seller shall not be obliged to deliver the Equipment until it has obtained the necessary licenses or authorizations to ensure that sales comply with international regulations.
If, for any reason whatsoever, the said licenses or authorizations are refused or withdrawn, or in the event of any change in international regulations applicable to sales compliance which would prevent the Seller from fulfilling its contractual obligations or which, in the Seller’s opinion, would expose it or its affiliates to liability under international regulations relating to sales compliance, the Seller shall be released from its contractual obligations without any liability on its part.
XX – PARTIAL NULLITY
Any clause and/or provision of these General Terms and Conditions that is deemed and/or becomes null and void or invalid does not render the contract null and void or invalid, but only the clause and/or provision concerned.
XXI – DISPUTES
THIS CONTRACT IS GOVERNED BY FRENCH LAW.
IN THE ABSENCE OF AMICABLE AGREEMENT BETWEEN THE PARTIES, AND NOTWITHSTANDING ANY CLAUSE TO THE CONTRARY, ANY DISPUTE RELATING TO THE INTERPRETATION AND/OR EXECUTION OF AN ORDER SHALL BE SETTLED BY THE COMPETENT COURTS.
OF TOULOUSE (FRANCE), EVEN IN THE EVENT OF A WARRANTY CLAIM OR MULTIPLE DEFENDANTS.
HOWEVER, THE SELLER RESERVES THE EXCLUSIVE RIGHT TO BRING ANY DISPUTE INVOLVING THE CUSTOMER BEFORE THE COURTS OF THE LOCATION OF THE SELLER’S REGISTERED OFFICE OR THOSE OF THE JURISDICTION OF THE CUSTOMER’S REGISTERED OFFICE.
