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VECO FRANCE / ORLICAT SARL - GENERAL TERMS AND CONDITIONS OF SALE FRANCE - EXPORT

These general terms and conditions of sale govern the relationship between VECO FRANCE and its Customers.

 

Article 1 - SCOPE OF APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE 

By placing an order, the buyer fully and unreservedly agrees to these general terms and conditions of sale. Unless VECO FRANCE expressly and in writing accepts otherwise for a specific operation or a fixed period, any contrary terms set by the Client, particularly those included in its general purchase conditions, shall be unenforceable against VECO FRANCE, regardless of when they were brought to its attention. VECO FRANCE’s failure to enforce any of these conditions at any given time cannot be interpreted as a waiver of its right to enforce them in the future.

 

Article 2 - OFFERS AND ORDERS 

For specific products, VECO FRANCE prepares individual offers. These offers are exclusively intended for the specified Client. Unless otherwise indicated, these offers are valid for one month from the date of issue. Orders are firm and final for the Client upon issuance, regardless of the means of issuance. In all cases, whether or not there has been an individual offer, VECO FRANCE will have five business days from receipt of the order to issue any rejection or reservation. These reservations may particularly concern delivery times, which depend on the supplier's production schedule and may vary from day to day. If modifications affect delivery times, the order will be deemed to remain valid with the amended times set by VECO FRANCE, unless the Client expresses disagreement within 48 hours of the modified offer. An acknowledgment of receipt of an order does not constitute acceptance of the order. It merely signifies that VECO FRANCE has acknowledged receipt of the transmitted order.

 

Article 3 - DELIVERY 

3.1. Place of Delivery 

Unless otherwise specified, the place of delivery for national sales is presumed to be the Client’s business premises.

3.2. Delivery Times 

Delivery times are established by VECO FRANCE in good faith. VECO FRANCE strives to meet them to the extent possible. These times are merely indicative and do not bind VECO FRANCE to liability or justify order cancellation. VECO FRANCE’s obligations regarding delivery times are, in any case, automatically suspended, and its liability cannot be invoked in the event of occurrences such as:

  • Fire, lock-out, flooding, machine breakdown, strike, explosion at its company or its suppliers,
  • War, riot, requisition, mandatory import reduction, transportation delays, or any circumstance beyond its control preventing the normal execution of the sales contract with the Client,
  • The Client's failure to meet its commitments concerning the delivery in question or any other transaction.

Article 4 - TRANSPORT 

Prices are quoted for equipment departing from the factory of VECO FRANCE’s suppliers or any other location indicated when ordering. Transport costs are borne by the Client from that location to its premises.

 

Article 5 - TRANSFER OF RISK ON GOODS 

The risks related to the goods are transferred to the Client upon their handover to the first carrier by VECO FRANCE or its agent (for example, the manufacturer) or when made available to the Client or its agent at the goods collection points. In the event of delivery or availability delays due to any failure on the part of the Client, the transfer of risk on the goods is deemed to have occurred on the agreed date for handover to the carrier or availability, had the Client fulfilled its obligations.

 

Article 6 - INTERNATIONAL SALES 

An international sale is understood as any sale to a non-French purchaser, regardless of the origin of the goods. Any international sale is considered made under the terms of the INCOTERM "Ex works" (1990 version), with the place of departure of the goods being the location indicated when ordering, usually the manufacturing facility of VECO FRANCE’s supplier.

 

Article 7 - PAYMENT 

7.1. Currency and Form of Payment 

Unless expressly agreed otherwise by the parties, all payments must be made in Euros, with the Client bearing any costs related to payment and fund transfer. Payments are to be made as follows:

  • For national sales: by bank transfer or check.
  • For international sales: by irrevocable and confirmed letter of credit. Whatever the method of payment, it is considered completed only upon VECO FRANCE’s actual receipt of the payment. The handing over of a bill, check, or any other document creating an obligation to pay does not constitute payment, nor does the discount operation carried out by VECO FRANCE. Any delay or failure to accept will have the same consequences as a delay or failure to pay.

7.2. Payment Schedule Unless otherwise agreed, payment is due no later than 30 days from the invoice date. However, VECO FRANCE reserves the right to demand payment upon ordering in the following cases:

  • Dedicated products, i.e., non-standard manufacturing,
  • Payment upon delivery:
  • New Client,
  • Previous payment delays or other incidents,
  • Effective risk of non-payment or Client insolvency,
  • Unusual order amount,
  • International sale. Prepayment: Unless otherwise stated above, full payment of an invoice within 8 days of issuance entitles the payer to a discount of 1% of the invoice amount.

 

Article 8 - NON-PAYMENT 

In the event of non-payment by the due date for amounts owed for the sale or any ancillary transaction, and without VECO FRANCE needing to remind the Client of the overdue amount, VECO FRANCE will have the right to:

  • Suspend the execution of current orders, including refusing delivery or collection of goods by the Client, without relieving the Client of its payment obligation,
  • Claim late payment interest at a rate equal to twice the legal annual interest rate,
  • Demand immediate payment of current transactions, with non-payment of one invoice making all other sums due immediately payable,
  • Enforce the retention of title clause over the goods,
  • Terminate the affected order 10 days after sending a formal demand to pay via registered mail with acknowledgment of receipt, if left unsatisfied, with any deposits paid being retained by VECO FRANCE as a penalty,
  • Claim a flat-rate penalty of 10% of the invoice for any payment delay exceeding 30 days, to cover initial collection costs.

The Client will also owe VECO FRANCE compensation for any direct or indirect damage suffered by the company.

 

Article 9 - RETENTION OF PROPERTY

Ownership of the goods is suspended until full payment of the agreed price, as well as any related costs and interest. However, the Client will bear all risks associated with the goods from the moment specified in these general terms and conditions of sale, irrespective of the delayed transfer of ownership. Consequently, and until full payment is made, the goods must be returned promptly at VECO FRANCE's request, as conveyed by registered mail. All return or retrieval costs and risks will be borne by the Client.

 

Article 10 - CLAIMS AND WARRANTIES 

10.1. Non-compliance and Apparent Defects 

Any claim regarding the conformity of the products delivered to the order or the existence of any apparent defect must be made immediately, and at the latest within 10 days of the delivery date. These products must not be used and must be kept as is. 10.2. Hidden Defects 

The products sold are guaranteed against hidden defects under the following conditions. Since this is a hidden defects warranty, it cannot be applied to apparent defects or non-conformity issues.

 

Article 11 - FORCE MAJEURE 

In the event of an occurrence beyond the parties' control, making the execution of the order dangerous or significantly imbalanced, the order will be suspended or terminated.

 

Article 12 - DISPUTE 

VECO FRANCE’s sales are expressly subject to French law. Any dispute regarding the interpretation or execution of these terms will be subject to the jurisdiction of the courts at its registered office.