General Terms and Conditions of Sale

1. Scope

The “Seller” is the sàrl Ets Casteels France, with a share capital of € 1,000,000.- whose registered office is located at "ZA du Champ de Courses", 76560 Doudeville, France, SIREN 642 022 081 of the Rouen Trade and Companies Register, a seller of products to the professional Buyer.
All of the following covenants are mandatory and are exempt from all other terms and conditions as to any other provision in the acknowledgments or any document that may be sent to the Seller. An exemption from these terms and conditions may result only in an express and written acceptance from the Seller.
The simple linking between the potential customer and the Seller implies the application and acceptance of these general terms and conditions of sale.

2. Training and pricing

All offers made by the Seller are not binding. The orders become final only after express acceptance by the Seller. No order under Fifty Euros (€ 50.-) excluding VAT will be accepted.
Non-substantial properties of the products shown may change between order and delivery, without any changes giving rise to a claim or damages.
Invoicing is done based on current pricing when the order is placed, except if the delivery date requested by the Buyer is more than one month. In this case, the price that applies will be the current one on the day of delivery.
The Seller reserves the right to amend, at any time, rates without warning or notice. The new rates will immediately apply to all subsequent sales. All prices are in Euros, excluding VAT, leaving from the Seller's warehouses.

3. Delivery

Delivery costs in continental France are the responsibility of the Seller for all orders over the existing carriage paid. Outside this territory and/or for orders of lower amounts and/or "express" deliveries, the delivery costs are the responsibility of the Buyer.
Delivery times are estimates and are given as a guide.
The Seller may not at any time be held responsible for delays in delivery.
Delays in delivery cannot result in either a cancellation of the sales contract or the payment of liquidated damages by the Seller.
The products from the same order will be, according to the Seller’s choice, sent in one or more shipments.
The risks are transferred to the Buyer once the Seller accepts the order. The Purchaser will bear the risks associated with shipping the orders which it shall verify on arrival, under penalty of forfeiture.
In case of problems, remedies shall be brought against the carrier within 48 hours of receipt of the goods, by registered letter, sending a copy of the complaint to the Seller. Otherwise, the products are presumed to have been received in perfect condition”.
The Buyer may be charged storage and/or insurance fees if it does not take possession of the delivered products.

4. Payment

Unless otherwise agreed, the invoices are fully payable before the goods are shipped without any discount for payment in cash.
Payment terms and conditions are determined by the Seller at the time of the first order, following approval based on established information, or on review.
In the event of payment default, the Buyer will be automatically, by right and without notice, owed a default interest of 12% as well as a fixed collectible compensation of Forty Euros (€ 40.-) excluding VAT.
Any default in payment on the due date will result in the immediate payment of all remaining amounts due or to become due, whatever the planned payment terms.
In case of deterioration of the creditworthiness of the Buyer, the Seller reserves the right to cancel or postpone the delivery of the orders until full payment of all invoices that may be due.
In case of change of its business activity, sale, rental, social contribution or pledge of its goodwill, the full amount owed to the Seller may, at its option, become immediately payable regardless of the planned payment terms.
In case of doubt on the creditworthiness of the Buyer, the Seller may, at its discretion, reserve the right not to deliver the products ordered by the Buyer so long as proof of perfect solvency is not provided, unless a requirement for advance payment has been made.

5. Warranty

The products carry a one (1) year warranty starting from the delivery date.
This warranty is limited to the partial or full replacement of the products that the Seller acknowledges to be defective. The Seller may not be held liable for any damages.
Breach of the rules of use that may be set out in the documentation of the Seller or manufacturer as well as the assembly, by a non-qualified person, the installation or use of products without complying with the instructions, if they exist, discharges the Seller of any liability.
The Buyer may return the goods, at its own expense, to the Seller which accepts them and the goods shall be returned in their original state and packaging.
The Seller is not liable for any warranties for which the Buyer is responsible as part of its relationship with its own clients (consumers or professionals). Any apparent lack of conformity shall be indicated by registered letter to the Seller no later than three (3) calendar days from delivery, under penalty of forfeiture.
In case of lack of conformity, the product will be repaired or replaced, unless this is impossible or disproportionate. In this case, a reduction in price, determined ultimately by the Seller, will be applied, that may be limited to take account of the use that the Buyer had of the product.
Where applicable, the repayment to the Buyer is reduced to consider the use that it had of the goods since their delivery.

6. Intellectual property

The Buyer may not amend, hide or remove the distinctive signs affixed on to the products by the Seller and/or by the manufacturer. Failure to do so may lead to the automatic termination, by right and without prior notice, of the pending orders and the acceleration of any amount due by the Buyer and to the payment of damages, consisting in particular and, but not limited to, of the payment of all amounts due or would have been payable if the contract had not been terminated or to become due.

7. Retention of title clause

All products remain the property of the Seller until full payment of their prices in principal, charges and ancillary costs.
Unless otherwise expressly agreed to by the Seller, the Buyer may not sell these products to a third party as long as the payment referred to in the paragraph has not been made.
These assets will therefore appear as they have not been paid on a separate line in the Buyer's balance sheet.
The Buyer informs the Seller within 48 hours of any seizures of the products by a third party.

8. Termination

The Seller reserves the right to terminate the contract without being liable for compensation, or delay the delivery of the goods in the following cases, but not limited to:

  • Court ordered receivership, court supervised reorganisation, or well-known insolvency of the Buyer.
  • Incorrect information on the identity and/or the registered office of the Buyer,
  • Failure to comply with the retention of title clause,
  • Non payment on the due date of any amount due. Upon termination due to the wrongs of the Buyer, the Seller reserves the right to claim compensation of 20% calculated on the amount of the relevant invoice or invoices by the breach.

9. Privacy Act

Pursuant to Act No. 78 17 of 6 January 1978, the Seller may receive, process and retain information on the Buyer. The Buyer has the right to access, amend, rectify and delete information collected on it. To do this, it will be sent to the Seller’s registered office.

10. Acts of God or force majeure

All acts of God or force majeure automatically allow the Seller to suspend orders currently being placed, without providing the Buyer with the option to terminate the contract and/or claim compensation or damages.

11. Competent jurisdiction and applicable law

These conditions are subject to the laws of France.
Any dispute will be the exclusive competence of the courts and tribunals of Rouen. This clause is stipulated in the interest of the Seller which may waive it, if he so wishes.