APPLICABLE TERMS AND CONDITIONS
Every order placed by BOËT STOPSON (the “Buyer”) shall be governed by these General Terms of Purchase (“GTP”) and the party to which it is addressed (the “Seller”) must confirm that the order been received (“Acknowledgment of Receipt”). The Seller’s general terms of sale, if different from these GTP, shall not be enforceable against the Buyer unless the Buyer’s Purchasing Department has agreed in writing otherwise. Receipt or payment of the Supplies or services shall not constitute acknowledgment or acceptance of the Seller’s general terms, their applicability being excluded in any and all circumstances.
DELIVERY, TRANSFER OF OWNERSHIP, TRANSFER OF RISK
Unless otherwise specified in writing, deliveries of Supplies shall be Incoterms 2010 – Delivered Duty Paid, not unloaded, our factory at Villeneuve d’Ascq, during opening hours. Risk and ownership shall transfer from the Seller to the Buyer at the moment that the Supplies are delivered. All title retention to the benefit of the Seller is expressly excluded.
DELIVERY METHOD AND DELIVERY TIME
All deliveries shall be made on a carriage paid basis and the shipping cost shall be shown on the invoice, unless the purchase is on a “carriage free” basis. In all circumstances, the delivery deadline is of the essence and the Seller must immediately warn the Buyer if it is unable to meet it, and must implement all possible means to reduce the delay.
Every delivery must be accompanied by a delivery note, stating our order number and date. Our receiving department will reject any delivery unaccompanied by a delivery note or lacking the required information, and any delivery that is incomplete.
Invoices must be sent in duplicate, for each delivery or service. Invoices must show the order number and reference(s); the shipping or delivery date, the delivery note number and date, or the work completion date in the case of service provision.
They must indicate the payment deadline, the amount excluding taxes as stated on the order, the amount of applicable VAT and any other taxes noted on the order. Invoices that do not meet these essential requirements will be returned.
Upon delivery at our stockrooms, or at our sites, a quantitative acceptance check will be carried out, and a qualitative acceptance check at a later stage by our control staff. All costs resulting from acceptance refusal shall be charged to the Seller.
REJECTS – CONFORMITY – WARRANTIES
Should a materials delivery or the performance of a service, after being received or commissioned, prove not to comply with the contractual specifications, we shall have the right to reject the supplies and cancel the order, or to reject the supplies and require them to be replaced or made compliant, after agreeing jointly on the means and procedures for doing so.
After eliminating the identified faults, the supplies shall be resubmitted for checking and appropriate testing. All costs arising from replacing the supplies or making them compliant or cancelling the order shall be charged to the Seller independently of any contractual penalties and compensation for damages.
The warranty period is 12 months from the date of compliant delivery, and for services 18 months from the date they are rendered, unless otherwise agreed in writing by the parties; or if a longer warranty period applies, on a case by case basis, pursuant to law or contractual terms.
The Seller promises to subscribe and maintain an insurance policy to cover all damages that may result from breach of the GTP.
Our suppliers shall be paid by bill of exchange, promissory note, cheque or bank transfer, made out exclusively to the supplier.
The normal payment terms are 45 days from end of month of delivery or service, unless special terms are specified in our purchase order.
Invoices should be sent to reach us before the 5th of the month following delivery to avoid the payment deadline being pushed back.
PENALTIES AND CANCELLATION
Our deadlines must be rigorously respected, and we can at our discretion apply the following penalties: 1% per week of delay capped at 10% of the value of the order, without formal notice, or pure and simple cancellation of our order without any compensation.
In the case of prolonged delay, we shall be obligated to recover the costs arising from your late delivery.
GOVERNING LAW – DISPUTES
Unless otherwise specified in writing, the order and the contractual relations between the Buyer and the Seller shall be governed by French law.
Unless expressly specified otherwise in the order, when the Seller has its registered office or residence in a Member State of the European Union, should mediation fail or be discontinued the parties agree to refer all disputes to the Lille Court, France. When the Seller has its registered office or residence outside the EU, the parties agree to refer their dispute to the Court of Arbitration (CAREN) in Lille, France. The arbitration shall be conducted in French.