Article I.1 • UNDERTAKINGS - ORDERS - CONFIRMATION Unless otherwise agreed specifically and in writing, all orders must be placed exclusively in writing and rightfully entail acceptance, on the part of the contracting party, purchaser or lessee, of these General Terms & Conditions, notwithstanding any provisions that may appear in any document issued by the purchaser and, in particular, its general purchasing conditions, regardless of when these may have been submitted to our company. The General Terms & Conditions apply to both sales and leases unless stipulated otherwise. On request, a purchaser of specific services, such as the provision of an engineer to manage an initial installation or a specific installation, may be provided with the equipment study for a particular site, accompanied by an installation plan, or not. The contracting party must submit this request exclusively in writing. An order shall only be binding on the company where the contracting party and the company have signed the specific terms & conditions for each service. If the contract concluded is a negotiated contract, purchasers’ orders received by our employees are deemed to be accepted following written confirmation by the company. If the contract is subject to the rules of the French Code of Public Procurement, the conditions for formation of the contract are subject to these rules. All orders, taking account of their specific nature, represent a personal commitment by the purchaser, which may not transfer the rights acquired under the contract to any other person without the prior, express consent of the company. Our catalogues, assembly/installation manuals, technical data sheets and any other documents must be regarded as indicative, intended only, in this respect, to respond to any technical developments or necessities, as well as to users’ requirements, the company may amend them at any time or make any adaptations it deems appropriate, without calling into question any orders fulfilled or in the course of fulfilment as a consequence.
Article I.2 • Leases are concluded for monthly periods and may not be concluded for less than one month. A suspension of a lease may not be claimed for non-use as the result of bad weather, the closure of a site or for any other reason beyond the control of our company. The start date for a lease is that on which equipment is collected from our company’s depot. The company reserves the right to make any modifications to its equipment that it deems useful or appropriate, without the obligation to apply these modifications to items supplied or on order. The lessee must provide the company with the address of the site where the leased equipment is used. The administrative procedures necessary to obtain a road permit, as well as the costs of site occupancy, are the lessee’s responsibility. The latter is also responsible for providing and maintaining all lighting and signalling devices required by the applicable regulations, for the entire duration of the lease.
Article II • PATENTS, MODELS AND TRADEMARKS - It is standard industry practice for each piece of equipment to be unique to each manufacturer. All our items, as well as all our goods sold or leased are covered by registered patents or models, by service trademarks and/or the ALPHI trademark. Anyone attempting to appropriate these patents, models and trademarks, or to imitate the items built by our company, shall be liable to prosecution under the applicable laws relating to counterfeiting. Furthermore, the contracting party undertakes to maintain the secrecy of all plans and studies produced by the company and which remain its property.
Article III • DELIVERIES - Our equipment, either sold or leased, is always transported at the recipient’s risk, including in the case of a return of goods under the warranty. The carrier is chosen by our company. The equipment delivered, either sold or leased, must always be taken delivery of at the place stipulated by the contracting party when placing its order. Assembly is the responsibility of the contracting party. Delivery lead times are merely indicative and may not result in an order being cancelled under any circumstances. Due to circumstances that may alter the production schedule, delivery dates shall be those that are as close as possible to normal conditions. Delivery dates may be extended in the event of order amendments or in the event of serious performance issues resulting from events such as strikes, fire, floods, lockout, holidays, acts of war, machine breakdowns, etc. The contracting party shall be informed of these extensions as far as possible. In any event, delivery can only take place on time if the contracting party has fulfilled its obligations as regards the company, on whatever grounds.
Article III-1 • Conformity The contracting party must verify, on delivery, the conformity, in terms of quality and quantity, of the equipment delivered. All claims must be written, on delivery, on the goods received note delivered with the goods and submitted to the company as soon as possible and, in all cases, by registered letter with an acknowledgement of receipt before the end of a three-day period following delivery. The absence of a claim shall be deemed to constitute acceptance of the goods and an acceptance of visible defects, pursuant to Articles 1602 et seq. of French Civil Code, prohibiting any subsequent recourse.
Article III-2 • TRANSPORT - The contracting party, which must verify the quality of the goods, must express all claims to the carrier, on the delivery note issued by the latter, in the forms and within the time limits set out in Article 133-3 of French Commercial Code, in other words, it must submit “its justified claim within three days, excluding public holidays, following the day of receipt, by extrajudicial act or by registered letter”.
Article IV.1 • PRICE - PAYMENT - The applicable selling prices are those appearing in the applicable price list on the order date. - The applicable leasing prices are those appearing in the accepted quote. Payment made by any person other than the purchaser shall be deemed to have been made solely as a representative of the contracting party. Invoices shall be payable in cash by all means of payment available via banks, cheque or bank transfer. However, payment by means of a bill of exchange may be allowed at the time of ordering. For public contracts, payment shall be made in accordance with the rules set out in the French Code of Public Procurement and public accounting rules. The return unpaid of a single bill, invoice or any other means of payment on its due date shall result in its acceleration and shall immediately render all amounts owed to our company payable, including those not yet due. In this case, the company reserves the right to request an additional guarantee, as well as the option of suspending or cancelling the part of the contract or orders in progress, yet to be fulfilled. A failure to make a payment by a fixed due date shall result, whatever the stipulated means of payment, in the charging of late payment interest (3 times the legal rate) calculated from the due date that has not been adhered to. Furthermore, in reparation for administrative and commercial costs incurred, a penalty clause equal to 10% of the amount due shall be applied.
Article IV.2 • An invoice shall be issued every month. Unless agreed otherwise, any failure to make a payment shall result in the termination of the contract 8 days after a formal notice has been issued and remained without effect and the goods must be returned immediately. Furthermore, the lessee shall use the leased equipment in a prudent and responsible fashion, in accordance with the intended use of equipment (see Art. VI). It shall perform all rental repairs and routine maintenance. Plans and studies: as the lessee alone has knowledge of the entire structure and the use that will be made of it, it undertakes to provide the company with precise information on the technical conditions under which the leased equipment will be used. Use: on installation, the lessee must protect or remove, prior to the arrival of erectors on the site, all facilities/structures that are liable to be damaged by the work, and make all the necessary arrangements to ensure that the company’s workers will be able to operate under the required safety conditions (making power lines safe). At the end of the contract, the lessee must return the leased equipment in the condition in which it was received. It shall be liable for any damage or loss affecting the leased equipment, for which it shall be invoiced at our company’s rate, as if it had been sold to the lessee, minus the security deposit, which shall be retained by the company. The lessee undertakes not to make any modifications to the equipment leased to it. The possible costs of cleaning and equipment downtime during refurbishment, shall be invoiced to the lessee. Pursuant to Article 1722 of French Civil Code, if, during the term of the contract, equipment should be lost in its entirety, the contract shall be rightfully terminated and the lessee shall be liable for this destruction, even if it is caused by a third party that it has brought onto the site or allowed to approach the equipment. The insurance taken out by the lessee must cover this.
Article V • RETENTION OF TITLE - All goods are sold subject to retention of title. As a result, the transfer of ownership is deferred until full payment of the price. However, the risks relating to goods, whether this is damage caused to them or by them, are borne by the purchaser either from despatch or when handed over to the initial carrier. For the entire term of the payment period, the purchaser shall take out insurance, for the benefit of our company, covering the risks relating to goods from this point in time. It must provide evidence, in response to an initial request from our company, of the payment of premiums, as well as all events likely to affect the insurance contract. The purchaser must oppose, by all legal means, the seizure under a prior claim and all other actions by a third party likely to affect our company’s rights to the goods, and to inform our company of this immediately in order to enable us to protect our rights. Should the purchaser fail to fulfil its payment obligations, the purchaser must return unpaid goods to our company, at its expense and risk. Goods in the possession of the purchaser are deemed to be those that are unpaid. The sale shall be cancelled, at the discretion of our company, eight days after a simple formal notice to pay has been issued and remained without effect. By way of compensation, our company shall retain all the amounts already paid by the purchaser. In the absence of an itemisation of unpaid goods, our company may make a claim in kind for goods of the same type on the purchaser’s premises, a simple summary order issued by the President of the Chambéry Commercial Court, to which jurisdiction is assigned, is sufficient to enforce this claim, without prejudice to any damages, including the costs of proceedings, which shall be borne by the purchaser.
Article VI • GUARANTEES - Contractual guarantees are only applicable if the purchaser has previously complied with the payment terms. The guarantees are those detailed in the guarantee certificate. Failing this, the invoice is deemed to constitute the guarantee certificate and the brief period set out in Article 1648 of French Civil Code commences on the delivery date, with the goods received or delivery note providing proof of this. This article is supplemented by the following conditions. All goods involved must be previously returned to our workshops or to any location stipulated by us. In the event of a defect duly confirmed by us, these goods may, at our discretion, either be replaced or refurbished and then made available to the contracting party, except in the case of the abnormal use of goods, fault or negligence by the contracting party. Exercising the guarantee is limited to these operations and the contracting party may not oblige us to bear related direct or indirect costs of any kind, including labour, downtime, cessation of work, or even shipping and packaging costs, etc., resulting directly or indirectly from the unavailability of goods. This guarantee is valid for 6 months: without forming an obstacle to the application of Articles 1641 et seq. of French Civil Code. However, the company shall not be liable for any damages on the basis of Article 1645 of French Civil Code. The lessee may not request any reduction in the rent or damages for the inconvenience that it may have been caused due to repairs being carried out provided these do not last for more forty days, pursuant to Art. 1724 of French Civil Code. Given that the goods are made up of individual items that are liable to be used separately or in a structure, the company is not able to monitor the real conditions in which these items are used by their purchaser. As a result, the purchaser remains solely responsible for the use it makes of the items, separately or in a structure, supplied by our company, in accordance with the manual provided. In particular, we may not be held responsible, under any circumstances, for accidents involving people or property damage resulting from the use of our goods under conditions that differ from those for which they were designed or exceeding the limits stipulated by us in the documents supplied with the goods. In the event that proceedings are instituted directly against the company, and whatever the result of these proceedings, the purchaser alone shall bear the final cost. In any event, we shall be released from any liability and the guarantee shall be void, in particular: - where our goods have been converted, modified or repaired outside our workshops or those approved by us, - where items from another source, whatever this source may be, have been combined, in an installation, with items and accessories manufactured or distributed by us, - where the damage or accidents are caused by negligence, fraudulent conduct, improper use, overloading - including temporarily - of the goods or the user’s inexperience. As regards a contractual guarantee for hidden defects, this guarantee may not be applied for visible defects and the lack of conformity set out in the article relating to delivery.
Article VII • ADVERTISING - The company may unreservedly erect placards, banners and billboards, as well as conduct all verbal or written advertising, on radio and television, in leaflets, the press, catalogues and, in general, by whatever means it deems useful for equipment, whoever the user, and specifically lessees, of this equipment, without it being possible to claim any resulting financial or other consideration in this respect.
Article VIII • JURISDICTION - For all disputes relating to the formation, performance, termination or interpretation of contracts, the parties assign jurisdiction to the Court in CHAMBERY, which has the sole jurisdiction to hear cases, even in the case of the introduction of third parties or multiple defendants. The location, the various shipping methods or the means of payment may not, under any circumstances, constitute a novation or derogation from this assignment of jurisdiction clause.In order to confirm this proposal, please return it to us marked with the word “Approved”, your signature and your company stamp.