General terms of sales
GENERAL TERMS OF SALES (1) – CONDITIONS GENERALES DE VENTE (2) – ALGEMENE VERKOOPSVOORWAARDEN (3) – ALLGEMEINE VERKAUFSBEDINGUNGEN (4)
The clauses set out below are rigorously applied to all of our transactions. Any exceptions to these conditions must be stipulated in writing.
OFFERS OF SERVICES OR SALE:
- 1. Our offers are only considered to be valid following written acceptance within one month or within the time period set out within the specific conditions.
- 2. We will accept no work or supply contract (to be deleted) until we have provided written confirmation. Orders taken by our representatives will only be considered to be definitive once the management of our plant, henceforward to be known as the seller, has provided written confirmation.
- 3. Any communication entered into by telephone or e-mail must be confirmed in writing or by fax. In the absence of this confirmation, then the seller reserves the right to consider this form of communication null and void.
- 4. Any offer for sale will only be considered to be valid as long as the documentation submitted when the order is placed concurs, in all of its aspects (cut, dimensions and quantity of stone), with the documentation used for the purposes of submitting the sale price. The seller reserves the right to amend the price subject to any changes which may have an influence on any of the various factors which are part of the sale price, right up until the supply date.
- 5. The lengths, surface finishes and block sizes we indicate in our quotes and order confirmations are given for information and are as accurate as possible. However they do not represent a commitment on our behalf.
- 6. The complete plans, working drawings, working dimensions, delivery notes, models and in general all of the documentation required for the good preparation of the stone will be provided exempt of all costs to the seller and in good time so that they can be used in the preparation of the order. In the drafting of the working drawings, the stone must retain, as a minimum, the dimensions set out in the quote and delivery note and, in particular, the tail size of the stones may not be reduced.
- 7. Although prices are determined according to wagon, lorry or boat loads at destination, any checks carried out on the goods to be delivered must be performed at our premises before the consignment is dispatched. The buyer must request information regarding the date of shipping so that he may carry out any checks he considers to be necessary in good time. If these checks are not carried out, then it will be considered that definitive acceptance has been given to the goods to be shipped and consequently complaints of any kind will not be taken into consideration. Only complaints regarding cut size errors will be considered, and this will be subject to the complaint being submitted before the stone has been definitively laid.
- 8. In cases in which a special exemption is granted in writing so that the approval process may be undertaken at the worksite, then it should be understood that once the building contractor uses the stone then this represents full and irrevocable approval. In this event, article 11 c) of these general conditions also remains applicable.
- 9. The seller will not be held responsible for any faults that may be encountered in the blocks, sections, sills etc. (delete) once the buyer puts the product into use. Should hidden defects be found in the materials supplied, then the seller’s guarantee is limited to the replacement of the defective supplies. The seller never responds to any faults in the materials when they have been laid on underfloor heating.
- 10. Once the stone has been sold and accepted and has been loaded onto the lorry at the point of dispatch, then it is transported at the responsibility and risk of the buyer. No claim for loss, delivery, breakage, damage, false declaration or misdirection will be admitted, despite the waiver of responsibility clauses provided for transporters.
- 11. When the quote states “lorry destination”, then the place of destination must be accessible by road which is suitable for motor vehicles for the entire route. Unloading is to be carried out by the client in a period of time set out in the specific conditions. Should this period of time be exceeded, then this will be taken into account by the client. In such cases:
- a) Any increase in the transportation costs may be added to the agreed price;
- b) Any request for the transportation of an incomplete load may be subject to a supplement being added to the transportation price;
- c) The buyer is required to establish whether or not the goods to be transported are in a good condition before they are loaded. In the case of damage, loss, breakage, false declaration or a destination error, then he must immediately notify the seller and transporter who may, if appropriate, request a report before the goods are unloaded.
- 12. Any costs incurred whilst the transportation equipment remains idle, at both its point of departure and arrival, will, in all cases, be borne by the buyer.
- 13. Any difficulties encountered with the customs authorities will be discussed, resolved and sustained by the buyer
- 14. Any indication given regarding transportation costs and customs duty is provided by way of information only with no guarantees. In no way does this information require the seller to acquire the means of transport at the price indicated.
- 15. The agreed delivery dates for our goods are not binding. Delivery delays cannot give rise either to the payment of a late delivery penalty or damages unless this has been specifically agreed between the buyer and seller at the latest when the order was confirmed by the seller, and that appreciable damage has been suffered and was acknowledged by both parties following submission of a formal notice on the part of the buyer as soon as possible. Supplies will be delivered according to the normal progress being made with the work, in accordance with the written instructions to be given to the seller by the buyer, in good time, but taking into account the period of time required to prepare and produce the stone once the final instructions have been received.
- 16. All acts of God are considered to be in the favour of the seller and discharge the seller of any responsibility. The following are considered to be acts of God: partial or total strikes, lock-outs, shortage of means of transportation, serious operational accidents, bad weather, etc.
- 17. Delivery of the goods must be taken by the previously agreed date. The seller does not give up this right when, at the request of the buyer, he agrees to store the goods at the site beyond the initially agreed time period, in all such cases, the goods are stored at the risk and responsibility of the customer. In these cases, the seller is entitled to draw up an invoice or to demand a down payment. The seller is fully entitled to demand payment as if the goods had already been supplied to the buyer, without prejudice to any fees which may be claimed for the storage of the goods, hire of the land it is stored upon, maintenance, etc.
- 18. In cases in which the seller accepts the return of a stone rejected by the buyer, irrespective of whether or not it has been laid, the seller’s action is strictly limited to the supply, from its plant, of the replacement stone. Furthermore, the buyer must provide, at its own expense, the materials, means of transport, staff, both for the handling and re-loading of the definitively rejected stone, or for those stones which can be altered at the site. The seller will always be given the normal amount of time required to replace the stone.
MESURAGE ET FACTURATION :
- 19. The measurement of freestone and shaped kerb stone will be carried out using the smallest parallelepiped rectangle necessary for the preparation of stone, including joints, at a minimum cubic unit of ten cubic decimetres. When one or several dimensions are in millimetres, then the invoice for the stone is rounded up to the next centimetre. The cubic amounts to be invoiced for each stone is rounded up to the next cubic decimetre. The measurement of freestone supplied in square metres is carried out according to the smallest rectangle that circumscribes the face of the stone, including joints, at the minimum surface area of ten square decimetres. When one or several dimensions are in millimetres, then the invoice for each stone is rounded up to the next squared decimetre. The surface area to be invoiced for each stone is rounded up to the next square decimetre. The minimum of ten square decimetres is not applied to stone used for marble tiling (10, 15, 20, 30 mm thickness) except in special cases. When the measurement of kerb stone is carried out in standard metres, then the edgings are added to the length. Convex or concave kerb stones are still invoiced per linear metre at the largest curve, as per the special price agreed for these products.
- 20. The jointing of stone, the re-cutting of joints, as well as the provision of the fixing points, bolts, fitting grooves, etc. are the responsibility of the buyer, even where they have been included in the original drawings. Sculptures, engravings, inscriptions, balusters and polished stones will be supplied at a separate price. Stone to be sculpted will be provided pre-prepared, whilst stone to be polished will be provided smooth.
- 21. For supplies provided in guaranteed packaging, then they are invoiced and may be returned at the guaranteed price as long as they are returned, carriage-paid and in a good condition, to the quarry within one month of their dispatch.
- 22. Complaints are not considered to be admissible unless they are made in writing within the month from the date of invoice.
- 23. Errors contained within an invoice may not be used as a reason for non-payment or non-acceptance of the invoice.
- a) When we do business with a new client for the first time, then payment must be received before the stone is loaded. No discount will be given.
- b) All of our full term invoices must be covered beforehand by the seller’s credit insurer. If this is not the case, then our invoices must be paid in cash.
- c) For any transaction, and upon the completion of a contract, the seller reserves the right to demand the receipt, in due form, of any accounts receivable, or of any other type of guarantee which has been given to cover the proper execution of the contact.
- d) In cases in which the buyer’s line of credit is deteriorating, then the seller reserves the right to demand the guarantees it deems necessary from the buyer, so as to ensure that the commitments entered into will be respected. This applies even in cases in which a contract has already been partially fulfilled. Should the buyer refuse to provide these guarantees, then the seller will be entitled to cancel all or part of the contract.
- 25. Payment of an invoice must be made at the seller’s head office, 30 days from the date of issue of the invoice, without discount. It is possible for the invoice to be paid by an acceptable form of draft, but in this case any expenses must be borne by the buyer. The seller reserves the right to collect payment for its invoices by direct debit.
- 26. Weighing taxes, value added tax (V.A.T) and all other general taxes and levies, as well as any other taxes or surcharges imposed or to be imposed on the goods, transportation, etc. will be the responsibility of the buyer, even though the prices of returned goods have already been established.
- 27. Only receipts duly signed by the legal representative or person authorized to commit the company will be valid.
- 28. Should the client fail to pay an invoice by the due date, then the seller will be legally entitled to add 1% interest per month to the invoice, without giving official notice of this to the client.
Furthermore, should the client fail to pay an invoice eight days after having received official notice to pay by registered letter, then the client will be required, under articles 1139, 1147 and 1152 of the Civil Code to pay damages which have been set by a convention at a flat fee rate of 10% of the outstanding payment, with a minimum payment of 125€; this is all subject to the recovery of the costs and fees recorded by the seller in the event of a dispute, and subject to the application of the act of 2 August 2002 regarding the late payment of commercial transactions.
Should the buyer fail to acquit itself of one of its obligations, and in particular in the case of failure to pay by a due date, irrespective of the reason given, the seller is entitled to suspend the carrying out or shipping of an order. The seller is also entitled to immediately demand full payment of goods which have already been supplied, as well as payment for stone which has already been produced or is in the process of being produced, and may rescind the contract without providing official notice or making use of legal means of intervention. This will not prejudice its entitlement to damages which are due.
- 29. In all cases, payments for goods must be received by their due date, even in cases in which the buyer claims that the goods have been delayed or that they are defective. Any such claims may not be used as a reason to refuse payment and in any case must be dealt with by a separate claim.
- 30. Should the buyer cancel a contract, then he must pay all of the expenses generated by the termination of the contract, including payment for the stone or work which had already been carried out by the time the contract was cancelled, as well as the normal level of loss of earnings sustained over the whole period of the order. The expenses that relate to the stone and work which has already been carried out as well as the loss of earnings are recoverable from the buyer upon presentation of an invoice, irrespective of the reasons invoked by the buyer for cancelling the order.
CLAUSE COVERING THE RESERVATION OF THE RIGHT OF OWNERSHIP:
- 31. The seller reserves the right of ownership of the goods until full payment has been received. Any risks are to be borne by the buyer. Any down payments made may be kept by the seller in order to cover any losses incurred in re-selling the goods.
CLAUSE COVERING THE TRANSFER OF CREDITS
- 32. In the case of the onward sale of goods (even those which have undergone further work) and items of property which belong to the seller, then the buyer is required to transfer all credits raised as a result of their re-sale to the seller and subrogates the seller in all his rights with regard to third parties. In case of cancellation and/or resolution of the sale by the buyer, the paid down payments will remain acquired to the seller.
- 33. Only courts in the judicial district in which the seller has its commercial head office, as well as those in the area where the buyer has its registered office, are competent to rule on any disputes which may arise, including interim rulings, lawsuits, as well as the recovery of credits. The choice of jurisdiction is to be made solely by the seller.
(1) Clauses and special reserves are available on request (Sales in England). Circular n° 803.
(2) Nos conditions générales de ventes en français sont disponibles sur demande
+ Clauses et réserves spéciales (Ventes France). Circulaire n° 801
(3) Onze nederlandse algemene verkoopsvoorwaarden zijn beschikbaar op aanvraag.
+ Speciaal voorbehouden clausule (Verkopen in Nederland). Omzendbrief n° 802.
(4) Unsere deutsche allgemeine Verkaufsbedingungen sind auf Anfrage verfügbar.
+ Klauseln und Sondervorbehalte (Verkauf in Deutschland). Rundschreiben Nr. 804.
(January 25th, 2017)