1.1.These general terms of sale (“GTS”) define the contractual terms and conditions for the supply of products and services by a Kersia company to a client (“Buyer”).
1.2.Unless formally exempted in writing by our company, placement of an order implies unqualified acceptance of theses GTS, prices conditions, payment terms and financial outstanding to the exclusion of any general terms and conditions of purchase of the Buyer or any other equivalent document, at whatever time such document may have been transmitted to us. Any qualification or particular conditions from the Buyer not expressly accepted by us shall be deemed to be null and void.
1.3. These GTS shall prevail over and supersede any previous understandings, whether written or not.
2.1.The specifications provided in leaflets and catalogues are given for informational purposes only. We reserve the right to make any changes in the presentation, form, design or material of the products.
2.2 Our company shall make a quotation in writing upon all quotation demand by the Buyer.
2.3 An order is deemed to be final only after written confirmation (email…) from us and issuance of pro-forma.
2.4 In case of the pro-forma has not been expressly confirmed by the Buyer within 7 days after receipt it is assumed that all terms and conditions of this pro-forma shall be valid and final.
3.1. Our sales are always based on the price specified in our quotation as accepted by the Buyer according to articles 2.2 to 2.4.
3.2. We reserve the possibility to invoice additional costs charged to our company by the transporter in relation with higher fuel prices, or creation and modification of any tax or environmental tax; estimates are issued on the basis of the economic conditions prices in effect at the quotation date.
3.3. Any and all changes in taxation to which our invoices are subject shall be automatically passed on to the relevant invoices.
4- DELIVERY / RECEIPT
4.1. The products are taken according the weight upon departure.
4.2. Terms of delivery are understood to refer to the ICC Incoterms 2020.
4.3. Delivery times stated by us or the confirmation order are provided for guidance purposes only and do not constitute a commitment on our part. Delays do not entitle the Buyer to cancel the order, refuse products or claim damages. Quantities or weights are delivered in accordance with the usual tolerance ranges.
4.4.Transfer of risk of product loss, theft and damage in transit and responsibility for taking out the insurance policies required to cover all loss or damage possibly incurred during transit and upon unloading the products are determined on the basis of the Incoterms chosen. Where no no agreement is reached, the delivery conditions shall be EXW – Ex Works (Incoterms 2020).
4.5. Notwithstanding point 4.4, in the event of non- receipt of the products by the Buyer within the initially agreed delivery times, transfer of risk shall be deemed to take place on the initially agreed delivery date, and the Buyer is solely responsible from such date for the risks of loss, theft and damage in transit of the products and for taking out the necessary insurance coverage for these risks.
4.6. In the event of damaged or missing items, the provisions applicable under the Hague Rules of 1924 or the Hamburg Rules of 1978, as the case may be, shall apply.
However, and notwithstanding the above said conventions, in case of delivery that is non- conforming with the order (whether or not the non-conformity is apparent at the time of delivery), a written claim must be sent to our company within thirty days of delivery. Failing this, delivery shall be deemed to be accepted and conforming, without exception and with no further recourse possible against us.
4.7. We will pass on to the Buyer any additional cost invoiced by the carrier and corresponding to waiting times, surestaries or immobilization of the vehicles/vessel at unloading place.
4.8. We shall pass on to the Buyer any additional costs invoiced by our transport (maritime, road) or logistics service providers due to circumstances beyond our control and/or unforeseeable.
5- RETENTION OF TITLE CLAUSE
5.1. The goods are sold, subject to retention of title. The products shall therefore remain our property until transfer of risks in accordance with the agreed Incoterms.
6- INVOICING / PAYMENT
6.1. Invoices are to be paid at the address stated on the invoice. In case of payment by bank drafts, the Buyer must within ten days return as accepted the instruments that are presented.
6.2. Unless expressly stipulated by our company, payments must be made within thirty days end of month following the date of invoice issuance.
6.3.Refusal to accept our bank drafts or non- payment of any invoice upon its due date entitles us to claim immediate payment of all outstanding amounts due to us without prior formal notice. We further reserve the right to suspend or cancel ongoing contracts and orders, and all claims for compensation.
6.4.The Buyer cannot suspend payment of all or part of any invoice on the grounds of a dispute.
6.5. We reserve the right to request security in order to provide permanent cover for all the Buyer’s amounts outstanding. A deterioration of the Buyer’s financial or commercial situation shall allow, at any time, a demand for cash payment, refusal to sell or a request to provide new or additional security. No rebate for cash or early payment shall be granted in such case.
6.6. Late penalties shall be payable on the day following the date for payment stated on the invoice where the amounts owed are paid after the said date. The interest rate on these penalties is equal to the interest rate applied by European Central Bank at its most recent refinancing operation plus 10 percentage points, and this rate may not be less than three times the legal interest rate. Penalties are payable upon receipt of the statement informing the Buyer that we have charged such penalties to amounts payable by the Buyer.
6.7. In case of late payment, the Buyer shall also be obliged to liquidated damages for recovery equal to EUR 40. Accordance with the provision of article L441-6 of the commercial code, we shall be entitled to charge an additional compensation on justification If the costs of recovery effectively exposed are above EUR 40.
6.8.As penalty clause, a standard indemnity of 15% of the unpaid amounts shall be invoiced in the event of compulsory, out-of-court or judicial enforcement procedure, without prejudice to further claims.
7- WARRANTY/ RETURNS
7.1. Our warranty is limited to the delivery of a product that complies with the technical data sheet communicated to Buyer or available on our Website (kersia-group.com – client area) as sole and exclusive warranty.
7.2. Products that have been supplied and accepted may not be returned.
7.3. Warranty on our products is expressly agreed to be limited to replacement of products acknowledged to be faulty, with no compensation or damages of any kind granted.
7.4. We decline all liability for any adulteration or misuse of the products (in particular non- compliance with the application or storage conditions), or their use for any purposes other than those for which they are ordinarily intended.
7.5. Our products are guaranteed provided that they are kept in their original packaging made by our factories and that storage conditions adapted to the nature of our products are implemented.
7.6. The Buyer shall in no way modify, revise or alter packaging and labels and, more generally, any relevant information provided by us relating, in particular to health, safety, and hazard warning information.
8.1. Unless otherwise stipulated, the products are packaged, according to the usual method for this type of product and in compliance with transportation standards. Packaging may not be returned.
8.2. Re-pack is strictly prohibited.
9.1. The Buyer undertakes to ensure the routine maintenance of the equipment made available (“Equipment”) in accordance with the manufacturer’s recommendations. We cannot be held liable for hidden defects affecting the Equipment. However, the Buyer shall immediately notify us of any defect or non-functioning of the Equipment and shall take any measures imposed by the urgency of the situation.
9.2. The Buyer has custody of the Equipment and undertakes to use and store it in accordance with the manufacturer’s recommendations. The Equipment may only be used with products sold by us and/or our authorised distributors. The Equipment may not be moved without our prior written consent.
9.3. The Buyer undertakes to take out an insurance policy to cover any loss, theft, destruction or deterioration of the Equipment, including by third parties.
9.4. For any deterioration, modification, loss, theft or destruction of the Equipment due to the Buyer or in the event of non-compliance with the manufacturer’s recommendations, the costs of repair and/or replacement, as well as all ancillary costs (in particular immobilisation costs) will be invoiced to the Buyer.
9.5. In the event of termination of our business relations or if the Buyer ceases to operate the place where the Equipment was installed, the Buyer undertakes to return it at his own expense in the same condition as it was in when it was delivered to him, subject to normal wear and tear within a maximum period of 15 days. Failing this, the Buyer shall bear all the costs incurred by us in recovering the Equipment or shall compensate us up to its new value.
10- CODE OF ETHICS AND ANTI-CORRUPTION
10.1. We are committed to respect the principles and standards of integrity and responsibility when carrying out our activities and expect the Buyer to share these same values.
Therefore, the Buyer shall fully comply with our Code of Ethics available on our website and with any law or regulation relating to anti-corruption, economic, financial sanctions, restrictive measures and competition law.
10.2. The Buyer declares that neither itself nor its partners or shareholders is listed on the US Specially Nationals and Blocked Persons (SDN) list or the EU consolidated list of financial sanctions (“Sanctioned Persons”). The Buyer also declares, warrants and ensure that the products will not be sold to any Sanctioned Persons or to entities owned or controlled by one or more Sanctioned Persons.
11- PERSONAL DATA
11.1. The personal data we collect are processed in accordance with tpersonal data or privacy regulations of 27th April 2016.
11.2. In this respect we informs the Buyer that within the scope of the performance of an order, we may process some personal data, such as name, surname, email address, phone number , of the Buyer’s legal representatives, commercial or operational contacts that are necessary to the performance of the order. The legal base of the processing of such personal data is the performance of the order.
11.3. For more information on the processing of the personal data, please read our personal data protection policy: http://gdpr.customer.kersia-group.com
11.4. Personal data subject has a right to access, modify and correct, transfer, delete, refuse the usage of and limit the processing of your personal data for legitimate reasons. In order to exercise your right, please address your request to us by using the following link: http://gdpr.kersia-group.com.
12- FORCE MAJEURE
12.1. Our commitments shall be suspended or cancelled whenever non-performance of an obligation is caused by a force majeure or assimilated event meaning any event beyond our control, which could not reasonably be expected when placing the order and whose effects can not be avoided by appropriate measures, which prevents the performance of our obligation, including strike of our personnel, of that of the supplier, the service provider or the subcontractor, and more generally any event corresponding to the legal and jurisprudential criteria of force majeure at the moment of its occurrence.. In such case, total or partial non-performance of obligations shall not entitle the Buyer to compensation.
12.2. If the duration of the force majeure exceeds three months each party may immediately terminate the order by written notice and without any penalty or indemnification whatsoever. However, all the costs already incurred by either the Buyer or us (notably transportation costs or demurrage) under the performance of the order shall be supported by the Buyer and us on a 50- 50 basis.
13- APPLICABLE LAW AND JURISDICTION
All disputes, of any nature whatsoever, related to the orders, even in the case of warranty litigation or plurality of defendants, is expressly agreed to be subject to the laws of France and the exclusive jurisdiction of the place of the Commercial Court in which our registered office is located.
GTS – web site – Revision date: 24/03/2020