General terms and conditions of sale

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These Terms and Conditions of Sale (hereinafter “T&Cs”) are intended to govern the relationship between MICROWELD (hereinafter “MICROWELD”) and its business customers (hereinafter “Customer(s)”) with respect to the sale by MICROWELD of its products and services.

ARTICLE 1 – APPLICATION OF THE GCV

The T&Cs are systematically provided or made known to each Customer upon request or upon communication by MICROWELD of a quotation or offer and an order acknowledgement, in order to allow the Customer to place an order.
Accordingly, by placing an order for products or services with MICROWELD, the Customer agrees to these GTCs without reservation, to the exclusion of all other documents, such as brochures, flyers or catalogs, issued by MICROWELD and which are for informational purposes only.

No special terms and conditions shall prevail over the T&Cs unless expressly accepted in writing by MICROWELD. Any document of the Customer and any clause to the contrary contained in the Customer’s documents shall therefore be unenforceable against MICROWELD in the absence of express acceptance by the Customer, regardless of when they may have been brought to its attention.

ARTICLE 2 – ORDERS
2.1
After collecting and analyzing the Customer’s requests for products or services, MICROWELD will provide the Customer with a quotation detailing its offer and specifying its validity period.
MICROWELD reserves the right to modify the content of its quotations at any time in the event of changes in the Customer’s needs and/or requests.
A quotation is based on information provided by Customer and/or collected by MICROWELD from Customer prior to the quotation.
2.2
Acceptance of a quotation by Customer must be made during its period of validity by return to MICROWELD of said quotation validated by Customer. If not specified on the quotation, it will be valid for two (2) months from the date of issue.
Signed purchase orders or quotations sent by the Customer are not final and the sale of products and services is not concluded until MICROWELD expressly accepts them and issues an order acknowledgement.
MICROWELD is only bound by the statements made on the accepted quotation or order acknowledgement.
2.3
Any request by Customer to modify or cancel an order, in whole or in part, must be expressly accepted in writing by MICROWELD. In any event, no modification or cancellation of an order will be accepted if the request is received by MICROWELD more than FIFTEEN (15) days after issuance of the order acknowledgement.
If a request to change an order is expressly accepted by MICROWELD, a revised quotation will be issued and, if accepted by Customer, a new order acknowledgement will be issued.

ARTICLE 3 – PRICES
Products and services ordered are invoiced on the basis of the prices specified in the quotation communicated by MICROWELD and accepted by the Customer during its validity period. In the event of a change in the
In the event that the Customer does not accept an order in accordance with Article 2.3 of the GTC, the applicable prices shall be those specified in the revised quotation issued by MICROWELD.

ARTICLE 4 – DELIVERIES/ACCOMPLISHMENT
4.1 Deadline
The delivery or completion time mentioned in the offer is given for information purposes only. It is dependent upon, among other things, the order in which orders are received, Customer’s compliance with payment and deposit terms, standards in effect at the time of order acknowledgement, Customer’s timely provision of any required technical specifications, the absence of force majeure, social, political, economic or technical events that interfere with the operation of MICROWELD’s plants or their supply of components, energy or raw materials, and generally the absence of circumstances beyond MICROWELD’s control.
MICROWELD will use its best efforts to comply.
Failure to meet this deadline does not entitle the Customer to cancel the order in whole or in part, nor to apply penalties without MICROWELD having been able to determine the reality of the grievance.
If applicable, MICROWELD will inform the Customer of circumstances that may cause the delivery or completion time stated in the order acknowledgement to be significantly exceeded.
In particular, MICROWELD shall not be liable for non-delivery/fulfillment, partial delivery/fulfillment or delay in delivery/fulfillment of the products/services, if this is not directly and exclusively attributable to MICROWELD, if it results from the Customer’s failure to comply with its obligations, including its obligation to pay and its obligation to provide correct information required by MICROWELD, or if the Customer’s request for products and/or services is modified
4.2 Transfer of risk
Unless otherwise agreed between MICROWELD and Customer, products are delivered to the location specified in the order acknowledgement.
The transfer of risks, in particular of loss, deterioration, destruction or theft of the sold products, will be carried out as of their delivery under the conditions defined above.
Consequently, in the event of a later payment, the Customer undertakes, at its own expense and for the benefit of MICROWELD, to insure the products sold, in particular against the risks of loss, deterioration, destruction or theft.
4.3 Reception
Any reservations upon delivery must be made to the carrier at the time of delivery and must be notified to the carrier within three (3) days by registered letter with acknowledgment of receipt, with a copy to MICROWELD.
In the event of apparent defects or shortages, and without prejudice to the measures to be taken by the Customer with respect to the carrier under the conditions previously indicated, any claim, whatever its nature, concerning the delivered products, will only be considered by MICROWELD if it is made in writing, either by registered letter with acknowledgement of receipt, or by e-mail to commercial@microweld.fr, within fifteen (15) days of their delivery.
It is up to the Customer to provide all the required justifications as for the reality of the apparent defects or missing noticed.
No returns of products may be made by the Customer without the prior express written consent of MICROWELD.
Return shipping costs will be charged to MICROWELD only if an apparent defect has been found by a third party and is attributable to MICROWELD.
Only the carrier chosen by MICROWELD is authorized to return the products concerned. If after inspection, an apparent defect or shortage is found by MICROWELD or its agent, the Customer may only request the repair or replacement of the products concerned and/or the addition of the missing products, without being entitled to claim any compensation or to cancel the order.
The unconditional acceptance of the products ordered by the Customer covers any apparent defect and/or shortage.
The complaint made by the Customer in the conditions and according to the methods described in this article does not suspend the payment by him of the products concerned.

MICROWELD shall not be liable for destruction, damage, loss or theft in transit, even if it has chosen the carrier.

ARTICLE 5 – SPECIFIC TOOLS
Specific tooling used by MICROWELD in the performance of the Customer’s order(s) is and remains the property of MICROWELD.

ARTICLE 6 – PAYMENT

6.1
Unless otherwise agreed between MICROWELD and Customer, payment of MICROWELD’s invoices shall be made within 45 days of the date of issue.
6.2
Any amount including VAT not paid on the due date will give rise to the payment by the Customer of penalties set at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points. These penalties will be payable by right and without reminder. The Customer shall also be liable to pay the fixed indemnity for collection costs of 40 euros provided for in Article L. 441-10 of the French Commercial Code, without prejudice to any other indemnity legally due or that which may be requested by MICROWELD, in particular because of the costs that may be incurred by MICROWELD for the purpose of collecting the sums due to it.
6.3
MICROWELD also reserves the right to suspend or cancel the delivery/fulfillment of current and/or future orders. It may also notify or request, in the event of non-payment of an invoice when due, the termination of the sale and reclaim the delivered goods, with return shipping costs to be paid by the Customer and any payments already made by the Customer being retained by MICROWELD as a penalty clause.
6.4
All orders that MICROWELD agrees to fulfill are done so on the basis that the Customer has adequate financial security and will pay the amounts due when due.
Also, if MICROWELD has serious reason to fear payment difficulties on the part of Customer at or after the date of the order, or if Customer does not provide the same security as at the date of acceptance of the order, MICROWELD may condition acceptance of the order or further performance upon cash payment or the provision of security by Customer for its benefit.
If the Customer refuses to pay in cash, without sufficient security being offered by the Customer, MICROWELD may refuse to honor the order(s) placed, without the Customer being able to claim an unjustified refusal to sell or to claim any compensation.
6.5
In case of early payment by the Customer, no discount will be applied to his benefit.

ARTICLE 7 – CLAIMS AND GUARANTEES
7.1
The products must be checked by the Customer upon delivery, and any claim, reservation or dispute relating to shortages and apparent defects must be made under the conditions set out in Article 4.3 of the GTC.
In the event of apparent defects, the affected products will be repaired or replaced by MICROWELD, subject to prior verification by both parties of the alleged defects, and if attributable to MICROWELD within the limit of the contract/service price.
7.2
MICROWELD warrants its products against latent defects in accordance with law, usage, and jurisprudence, and under the following conditions:

• the warranty only applies to products that have become the property of the Customer;
• it applies only to products manufactured entirely by MICROWELD;
• it is excluded when the products have been used under conditions of use or of
  unanticipated or non-compliant performance.

ARTICLE 8 – EXCLUSION OF WARRANTY

MICROWELD’s liability shall be excluded, but not limited to:

• for defects resulting from normal wear and tear of the Product;
• for damage or accidents caused by the Customer or third parties;
• in case of abnormal, atypical or non-conforming use of the Product, or
  contrary to the rules of the art, the recommendations, standards and regulations, or the prescriptions
  techniques for its use;
• in case of special adaptation or assembly, abnormal or not, of the products;
• for defects and deterioration of the delivered products resulting from abnormal conditions of use
  storage and/or conservation at the Customer’s premises;
• for any damage, of any nature whatsoever, attributable to deterioration of the products
  or misuse of the products and/or services by the Customer or any third party.
  As the Customer makes the sole decision as to the choice of products and services ordered, MICROWELD shall not be liable for any loss of revenue, profits, contracts, data, or other damages of any nature whatsoever resulting from such choice.
  In no event shall MICROWELD be liable for any consequential or indirect damages such as, but not limited to, loss of business, loss of profit, loss of opportunity, loss of business, loss of profits.
  In any event, MICROWELD’s liability shall not exceed the price of the Services sold.

ARTICLE 9 – INSURANCE

The Customer shall take out at his own expense and maintain in force all insurance necessary to cover his responsibilities.

ARTICLE 10 – RETENTION OF TITLE CLAUSE

The transfer of ownership of the products is suspended until full payment of their price by the Customer, in principal, expenses and accessories, even in case of granting of payment deadlines. Any clause to the contrary, in particular inserted in the general terms of purchase, is deemed unwritten.
By express agreement, MICROWELD may enforce its rights under this retention of title clause with respect to any of its claims on all of its products in the possession of the Customer, which products are conventionally presumed to be those unpaid, and MICROWELD may repossess or reclaim them in satisfaction of all unpaid invoices, without prejudice to its right to rescind outstanding sales.
The Customer shall not pledge or grant a security interest in its inventory of products sold by MICROWELD and remaining unpaid. The Customer must oppose the seizure of the products delivered under retention of title to the benefit of a third party and immediately inform MICROWELD. In the event of non-payment, Customer shall not resell its inventory of products sold by MICROWELD to the extent of the unpaid products. MICROWELD may unilaterally, after notice, take or cause to be taken an inventory of its products in Customer’s possession, and Customer agrees to allow free access to its warehouses, stores or other premises for this purpose, ensuring that identification of products is always possible.
In particular, in the event of the opening of a safeguard, recovery or judicial liquidation procedure of the Customer, MICROWELD reserves the right to claim its products.
This clause does not prevent the risks of the goods from being transferred to the Customer under the conditions defined in article 4.2 of the GTC.

ARTICLE 11 – INTELLECTUAL PROPERTY
All intellectual property rights, as well as the know-how incorporated in plans, projects, graphics, drawings, diagrams, studies and their results, models, prototypes, tools, pre-series and, in general, all documents provided by MICROWELD, results of its own research and development work, products delivered and services performed, as well as all technical or commercial information provided in MICROWELD’s offers remain the exclusive property of MICROWELD and may not be reproduced or transmitted to third parties.
communicated by Customer to a third party without prior written consent of MICROWELD.
Customer shall not do anything that would infringe MICROWELD’s intellectual property rights. Data relating to the Products and Services (including manufacturing data, procedures used) are the know-how of MICROWELD and are not included in the Price of the Products, unless expressly agreed by the Parties.

ARTICLE 12 – CONFIDENTIALITY

During the course of their business relationship, MICROWELD and Customer may exchange commercial, technical, financial or strategic information that is subject to business confidentiality. They respectively undertake to keep this information strictly confidential.

ARTICLE 13 – PROTECTION OF PERSONAL DATA

In accordance with applicable personal data protection regulations, MICROWELD guarantees all individuals (including the Customer and/or its agents) a right of access to, and the right to further information, rectification, deletion and objection to, personal data collected by MICROWELD during its business relationship with the Customer.
The person in charge of data processing is MICROWELD, which has appointed a Data Protection Officer, who can be contacted for any request at the following address MICROWELD, Parc Altaïs, 35 Rue Uranus, 74650 CHAVANOD.
Personal data collected will be processed and/or stored solely for the purpose of fulfilling Customer’s orders or to comply with any legal obligations that MICROWELD may have.
To ensure the security and confidentiality of personal data collected, MICROWELD is committed to adopting technical security measures to prevent loss, misuse, alteration, damage, unauthorized access and/or theft of personal data.

ARTICLE 14 – FORCE MAJEURE

MICROWELD shall not be liable in the event of force majeure.
In particular, the following are considered as force majeure or fortuitous events discharging MICROWELD from its obligations strikes of all or part of our company’s personnel or its usual carriers, events qualified as epidemics or pandemics by the WHO, fire, flood, war, production stoppages due to fortuitous breakdowns, impossibility of being supplied with raw materials, epidemics, thawing barriers, roadblocks, supply disruptions for cause(s) not attributable to our company.

ARTICLE 15 – JURISDICTION

In the event of a dispute between MICROWELD and the Customer, the Customer and MICROWELD agree to attempt to resolve the dispute amicably within thirty (30) days after one of them has sent a registered letter with return receipt stating the reasons for the dispute and inviting the other to seek an amicable resolution.
If this attempt at amicable resolution fails within 30 days of the sending of this registered letter with acknowledgement of receipt, the dispute or litigation will be submitted, at the initiative of the most diligent party, to the jurisdiction of the Commercial Court of the place of the registered office of MICROWELD.

ARTICLE 16 – APPLICABLE LAW

All matters relating to these GTCs and to sales and contracts between MICROWELD and Customer, and generally to the entire relationship between MICROWELD and Customer, shall be governed by French law, to the exclusion of all other laws, and, as a supplement, by the Vienna Convention on Contracts for the International Sale of Goods.

SECTION 17 – WAIVER

MICROWELD’s failure to enforce one or more of the provisions of the GTC at a given time shall not constitute a waiver of its right to enforce the same provision(s) at a later time.