Acceptance of order
The customer's order and its acceptance by Zodiac Aero Electric, in the same way as the acceptance of all goods by the customer, until the customer's agreement to these Standard Terms and Conditions of sale.
Company is only committed by the remittance of a firm offer, on its headed paper. It is not bound by the undertakings that may be entered into by its representatives or employees as long as it has not confirmed them. Offers will hold good only for the option period indicated on the quotations. This is three months, apart-from stipulations to the contrary.
For all the supplies being the subject of an additional order or amendment prices and delivery times are quoted without taking the main order into account.
Cancellation of order
An order may not be either totally or partially cancelled, without Company's prior agreement in writing. ln the event of an order in process of execution being cancelled, all the goods whose manufacture has commenced will be delivered and billed. Moreover, if Company has had to procure raw materials or special products in view of executing the aforesaid order, the cost of these procurements will be billed without deducting their possible reemployment value.
Design studies and projects
The studies and documents handed over by Company remain its sole property and should bereturned on request. Company retains the patent rights of its projects which may not be communicated or executed without its permission in writing.
The delivery is considered to be made at Company's works or stores.
The equipment travels at the consignee's risk, even if shipped "carriage paid" or "assembled on the spot" ; these conditions being considered as a factor determining the price agreed to without any shift in responsibility.
The risks relating to the products sold become the liability of the purchaser as soon as he notified that the equipment is at his disposal or else, if in-factory acceptance has been scheduled, eight days after he has been informed that the equipment is ready.
Company's quotations are established before VAT, ex-works. ln the event of variations of economic conditions, they can be readjusted where listed equipment is concerned, or revised whilst the order is in process for equipment supplied against estimates.
The delivery times mentioned on Company's documents are provided as an indication. Company will do everything possible for them to be observed. Nevertheless the delays which may be observed may in no event involve Company's responsibility. No penalty for the late delivery may be applied without prior agreement in writing from Company. ln this case the total amount of the penalties may not exceed 10 % of the price agreed. They will only be applied if there is a real and duly established prejudice. Company is automatically released from any commitment concerning delivery times and penalties, if the conditions have not been observed by the purchaser or if the information or documents to be supplied by the purchaser have not arrived by the dates scheduled. Strikes or lock-outs, epidemics, wars, fires, floods, transport delays, legal changes of the working hours, toolings incidents, scrapping of important parts during manufacture, duly established by the customer or one of his mandated agents, or any other case of force majeure beyond the control of Company, can warrant an extension to the delivery time.
Terms of payment
Company's invoices are payable at its head office, 7 rue des Longs Quartiers 93108 Montreuil Cedex, France in the following conditions: by cheque, on removal of the goods, for a first transaction, by cheque, accepted and domiciled draft, promissory note, letter of credit or bank transfer at 45 days starting from end of month of invoice date* Any additional or different terms shall not be binding upon Company unless specifically accepted in writing by an authorized representative of Company. Bills should be sent to us within 15 days after their issue. The fact of not paying an invoice on its due date makes the payment of all the other invoices due immediately. For any late payment on any one of the due dates, the sums due will bear interest at a rate of 3 times legal interest rate* without any prior notice required, and without prejudice to any other right which Company reserves for itself. This rate equals to European Central Bank (ECB) interest rate applied in its current refinancing operation, plus an increment of 10 percentage points.
*new since 1st of January 2009
Transfer of ownership
The transfer of ownership of the term sold takes place automatically on the day on which it is fully paid for.
Company's warranty covers reconditioning free of charge, parts and labour, of all products returned carriage paid, over a period of 12 months as from the date of delivery. It is applicable provided that products have been used complying with the indications or specifications given by Company and that no work has been done without Company's previous agreement.
Company reserves the right to modify products in view of improving them in order to meet warranty requirements, purchasers undertaking not to claim any indemnification. For products returned to Company in view of inspection, calibration, repair and generally speaking all maintenance operations, Company's warranty is limited to three months, in the same conditions as above.
No claim will be accepted if it has not reached Company within a period of one month from receipt of the goods, which time is increased to three months in the case of a latent defect which could not be observed within one month.
Acceptance of an offer or sending of an order is equivalent to agreeing to the Standard Terms and Conditions of sale. The special conditions indicated on an order form only commit Company insofar as they are not contrary to or do not modify the terms specified in the above text.
Any dispute concerning the interpretation or application of these terms will, failing an amicable agreement, be decided only by the Commercial Courts with jurisdiction over Company's domicile, whatever the place of delivery and the method of payment, even in the case of calling on the warranty or there being more than one defendant.