ARTICLE 1. PURPOSE – ENFORCEABILITY

  • These general terms and conditions of sale apply automatically to all sales of catalogue or customised products (hereinafter referred to as "Products") and all services provided (hereinafter referred to as "Services") by any of the companies in the UNIMECA group, with the exception of SEDA (hereinafter referred to as "the Company") to any professional purchaser (hereinafter referred to as "the Customer") who accepts them and acknowledges that they are fully aware of them and therefore waives the right to invoke any contradictory document, in particular their own general terms and conditions of purchase. Consequently, placing an order implies the Customer's full and unreserved acceptance of these general terms and conditions, to the exclusion of any other documents from the Customer or the Company, such as prospectuses, catalogues, etc., which are for information purposes only.
  • No document other than these terms and conditions may create obligations for the parties or derogate from these terms and conditions unless it is in writing and signed by the parties or mentioned in the contract formed in accordance with Article 2.
  • The Customer agrees that the Company may subsequently and reasonably amend these general terms and conditions and that their relationship will always be governed by the latest terms and conditions in force on the date of the order.
  • The French version of these general terms and conditions shall prevail over any other version.

ARTICLE 2. FORMATION OF CONTRACTS

  • Placing orders

All orders for Products and/or Services by the Customer must be placed in writing (e-mail, fax, post) and must include the desired delivery address, billing address, order number, order date, references, quantity and specifications relating to the Products. An order containing incomplete or incorrect information may result in errors or delays for which the Company cannot be held responsible. Orders sent to the Company are only accepted and the contract is only concluded once the Company has issued an acknowledgement of receipt.

  • Quotation

In the event of an order for custom-made Products or Services, the Company shall issue a quotation. The technical and commercial proposal drawn up by the Company constitutes an offer to contract (hereinafter referred to as the "Quotation"). The Quotation is valid for thirty (30) days from the date of issue, unless otherwise specified. The contract is only formed upon the Customer's unconditional acceptance of the terms and conditions set out in the Quotation. In practice, the Customer expresses their consent by returning the signed Quotation by email, post or fax, or by placing an order that expressly refers to the Quotation.

  • The Customer may not under any circumstances cancel or modify the contract formed in accordance with the above provisions (hereinafter referred to as the "Contract") on its own initiative. In any event, any Contract duly formed under the above conditions must be paid for on the agreed due date.
  • The benefit of the Contract is personal to the Customer and may not be transferred in any way without the prior written consent of the Company.
  • No Product may be returned to the Company without its prior consent. In the event of acceptance, transport costs shall be borne exclusively by the Customer, unless otherwise agreed by the Company. Once the return has been agreed, the Company shall only issue a credit note if the Products reach it in perfect condition and after verification and acceptance by the Company.

ARTICLE 3. PRICE - PAYMENT

  • Prices are detailed in the Contract. Prices are exclusive of tax, in euros, according to Incoterm DAP (ICC 2020), except for Products delivered to the United States, for which Incoterm FCA (ICC 2020) shall apply.
  • Prices are subject to change without notice, particularly due to currency fluctuations or any other factors that may affect the price of raw materials or labour. The Company shall inform the Customer of any such changes. The modified prices shall then apply to future orders placed by the Customer.
  • A deposit, the amount of which is defined in the Contract, may be required on the date the Contract is formed. In this case, performance of the Contract shall be suspended until full payment of this deposit. The remaining balance shall be paid in accordance with the terms and conditions set out below.
  • All invoices issued by the Company are payable at its registered office, net, within a period which, unless otherwise specified in the Contract, is 45 days from the end of the month. Unless otherwise specified in the Contract, no discount is due by the Company in the event of early payment.
  • The Company reserves the right to adjust the payment terms applicable to the Customer's financial situation and/or to make the execution of current orders subject to the provision of additional guarantees or advance payment for the Products.
  • The Customer may not invoke any reason whatsoever to defer or modify the terms of payment, in particular a dispute over the quality or non-conformity of the Products or a delay in delivery.
  • Any invoice that has fallen due and has not been paid in full by the Customer shall automatically render the latter liable, without formal notice being required, for (i) a late payment penalty equal to three times the legal interest rate, plus ten percentage points, (ii) the payment of compensation of EUR 40 for recovery costs, (iii) immediate payment of all invoices not yet due, (iv) payment, prior to any delivery, of orders already accepted by the Company in accordance with the provisions of Article 2. The Company shall also have the right to cancel orders in progress, without prejudice to claiming damages and/or terminating the Contract.
  • SERVICES
    • In the context of the performance of Services, the Company's obligations depend on the Services entrusted to it and detailed in the Contract, which supplements these general terms and conditions and, where applicable, derogates from them.
  • Design services – design office

For the purposes of manufacturing Customised Products, the Customer may order design, engineering and design office services from the Company. These Services, described in the Contract, may include the production of plans, diagrams, models, prototypes or any other technical document necessary for the design of the customised Product.

The Customer's approval of the technical documents issued by the Company constitutes final agreement on the characteristics of the customised Product. The Company shall not be held liable for any subsequent non-compliance resulting from inaccurate or incomplete information provided by the Customer.

  • Other Services. For any request for additional Services not initially provided for in the Contract, the Company shall send the Customer a supplementary quotation. If the Customer does not request a supplementary quotation, the Services shall be performed and invoiced in accordance with the Company's terms and conditions and rates in force on the date of the order.
    • The schedule for the performance of the Services is that set out in the Contract. It is indicative. Consequently, any exceeding of the deadlines set out therein by the Company shall not give rise to any change in the price and/or terms of payment for the Services. Furthermore, and in any event, the Client may not hold the Company liable if the delay is caused by the Client's negligence in providing the Company with the information necessary for the performance of its duties.
    • Acceptance of the Services is defined as either the signing of an acceptance report by the parties or, failing that, the Customer's actual taking possession of the results of the Service provided by the Company. The absence of comments from the Customer within one month of completion of the Services shall constitute unreserved acceptance of the Services provided.
  • The terms and conditions of the Company's work for the Client are set out in the Contract.
    • It is the Client's responsibility to:
  • to appoint a competent contact person who will remain the Company's point of contact throughout the duration of the Services;
  • ensure that the necessary instructions are sent to the Company in good time to enable it to perform its Services normally;
  • to provide or have its partners provide, within the agreed deadlines, all working documents, files, elements (etc.) necessary for the performance of the Services;
  • where applicable, to validate the various stages of performance of the Services within the agreed deadlines
  • to take the necessary steps to remove without delay any impediment or difficulty that would hinder the proper performance of the Services requested and, where applicable, to obtain the necessary authorisations for the performance of the Services;
  • to assert its rights and fulfil its obligations under the Contract in relation to the performance of which the Company's intervention is requested, failing which the Company shall be released from all obligations towards it;
  • to ensure that the safety of the Company's personnel is guaranteed in accordance with the laws of the country where the Services are provided, as well as with the requirements set out by the Company in its offer appearing in the Contract or in the preparatory documents for the assignment provided to the Client.
  • TOOLS PROVIDED BY THE CLIENT
  • When tools are supplied by the Client and/or manufactured on its behalf for the production of customised Products, the Client remains solely responsible for their design, technical specifications and suitability for the project. In particular, it is the Customer's responsibility to ensure that the specifications, plans and all technical documents sent to the Company for the manufacture of customised Products are fully compliant with the characteristics and tolerances of the tools.
  • The Company reserves the right to notify the Customer of any inconsistency, inadequacy or need to adapt the tooling detected during the design or manufacturing process. Any modifications or adjustments deemed necessary to enable production under satisfactory technical conditions shall only be carried out with the Customer's prior agreement and shall be invoiced to the Customer at its sole expense.
  • The Company shall not be held liable for any defects, non-conformities, additional costs or delays resulting from tools that are unsuitable, defective or non-compliant with the documents provided by the Customer.
  • The tools provided by the Customer or manufactured on its behalf and stored on the Company's premises remain the full and entire property of the Customer throughout the term of the Contract. Delivery to the Company does not entail any transfer of ownership or transfer of rights to the Company, which only ensures their physical possession for the purposes of performing the Contract.
  • The Customer shall assume full and entire responsibility for the tools it supplies and/or which are kept on the Company's premises, as well as for any damage they may cause, directly or indirectly, during the performance of the Contract. It shall indemnify the Company against any claims, actions or recourse that may result therefrom.
  • DELIVERY
  • Unless otherwise specified in the Contract, the Products shall be delivered to the Customer in accordance with the following Incoterm:
  • For deliveries to the United States: Incoterm FCA (ICC 2020). In this case, delivery is deemed to have been duly made once the Products have been loaded onto the means of transport provided by the Customer. From the moment of delivery, the transport of Products is therefore carried out at the Customer's risk. Thus, if the Company takes responsibility for transport to the location indicated in the Contract, it does so solely as the Customer's agent. Delivery costs will therefore be invoiced in full to the Customer. The export customs formalities required by the country of export (export licence, export security authorisation, any official authorisation, etc.) are the responsibility of the Company.
  • For deliveries to any other territory: Incoterm DAP (ICC 2020). In this case, delivery is duly made when the Products are made available to the Customer at the agreed destination, ready for unloading. The Company shall bear the organisation and costs of transport to the delivery point specified in the Contract. The transfer of risk occurs at this precise moment, before unloading. From the moment the goods are made available, unloading operations and any subsequent handling are carried out at the Customer's own risk. In the case of export sales, the various authorisations (import licence, currency transfer authorisation, etc.) must be obtained by the Customer prior to any delivery.
  • Delivery times are given for information purposes only and the Customer may not use them to claim cancellation of the order, penalties or compensation, and/or refusal to pay the price or instalments provided for in the Contract.
  • If, upon delivery, the Customer notices any apparent defects (missing items or damage), they must immediately make a note of their reservations on the delivery documents provided by the carrier, even if the shipment was made at the Company's risk and expense. These reservations must be confirmed to the carrier by registered letter with acknowledgement of receipt or by any other appropriate written means no later than three (3) working days after delivery. A copy of this letter shall be sent to the Company.

ARTICLE 7. WARRANTIES – LIABILITY

  • It is the Customer's responsibility to communicate their requirements to the Company and to ensure that the agreed specifications correspond in every respect to their expectations. The Customer is deemed to be fully familiar with the Products and Services they are purchasing and acknowledges that they have been able to obtain information about those ordered and that they have understood it. The Customer alone determines the destination and use of the Products. Any request by the Customer to modify the specifications in relation to the offer made by the Company is the sole responsibility of the Customer.

The Company shall in no event be held liable to the Customer when the Products delivered and Services received are in accordance with those ordered. Conformity with the order shall be assessed by reference to the Contract.

  • Warranty

Certain Products sold by the Company are covered by a contractual warranty. In this case, the Company guarantees the conformity of the Products with the Contract under the following conditions and limitations.

The warranty does not apply in the event of a defect or fault arising from:

  • goods/tools supplied by the Customer,
  • modification of the Product specifications imposed by the Customer,
  • fortuitous events or force majeure,
  • normal wear and tear of the Products,
  • negligence, particularly in the storage of the Products,
  • use of the Products that does not comply with the conditions of use set out in the technical documentation, or that does not comply with any of the Company's requirements or with any applicable customs, laws and regulations,
  • repairs, alterations, interventions or modifications made to the Products without the Company's prior written consent,
  • failure to implement the process for using the Products or failure to maintain the Products.

Unless otherwise stipulated in the Contract, the warranty shall only apply to defects that become apparent within a period of one year from the date of delivery defined above.

In order to invoke the benefit of the warranty, the Customer must notify the Company immediately and in writing of any defects it attributes to the Products and provide all evidence of the reality of such defects. The Customer must give the Company every opportunity to ascertain these defects and remedy them.

Defective Products shall be replaced by the Company after the Customer has returned them to the Company at the Company's expense. If it transpires that the defect is due to one of the exclusions referred to in this article, the cost of transporting the Products shall be charged in full to the Customer.

  • Liability

The Company assumes no warranty obligations other than those stipulated above. In particular, the Company shall never guarantee the performance or suitability of the Products for a particular use if these elements are not expressly stated in the Contract.

In case of doubt as to the interpretation of a clause or in the absence of any mention enabling the precise scope of the Company's obligations to be determined, the Customer acknowledges that the Company's obligations shall be understood as obligations of means.

The Company may always prevent liability proceedings by bringing a non-compliant Product into compliance or replacing it.

IN ALL CASES, EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR FRAUD, THE COMPANY'S LIABILITY SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY THE CLIENT FOR THE PRODUCTS OR SERVICES IN DISPUTE.

The Company shall in no event be held liable for any intangible and/or indirect damage, including operating losses, loss of customers, loss of turnover, loss of data, moral or commercial damage, or damage to the Customer's brand image.

Any dispute by the Customer regarding the proper performance by the Company of its contractual obligations must be justified and sent by registered letter with acknowledgement of receipt no later than one year after the alleged non-performance. Failure to do so shall constitute a waiver by the Customer of the right to criticise the proper performance by the Company of its contractual obligations.

ARTICLE 8. TITLE RETENTION CLAUSE

TRANSFER OF OWNERSHIP OF THE PRODUCTS TO THE CUSTOMER IS SUBJECT TO ACTUAL PAYMENT OF THE FULL PRICE IN PRINCIPLE, INTEREST AND INCIDENTAL COSTS.

The Customer undertakes to ensure that the Products delivered remain identifiable after delivery. In the event that the Products in question have been resold by the Customer, the Company expressly reserves the right to claim the sale price not yet paid by the Customer, up to the amount of its own claim against the Customer.

ARTICLE 9. CONFIDENTIALITY – INTELLECTUAL PROPERTY

  • Each party shall treat as strictly confidential and shall refrain from disclosing any information, data, formula or concept made available to it by the other party in any form whatsoever (written, oral, magnetic, electronic, computerised, etc.) in connection with the Contract (hereinafter "Confidential Information") for the entire duration of the Contract and for a period of five (5) years from the termination of the Contract. etc.) in connection with the Contract (hereinafter "Confidential Information") for the entire duration of the Contract and for a period of five (5) years from the termination of the Contract. Neither party shall disclose Confidential Information concerning the other to any third party without the express written consent of that other party, nor shall it use any Confidential Information other than for the performance of the Contract. Each party shall exercise the same degree of care in the non-disclosure of Confidential Information as it exercises in the non-disclosure of its own Confidential Information.

Confidential Information does not include information that is (a) generally available to the public or known to the public, (b) previously known to the recipient, (c) independently developed by the recipient outside the scope of the Contract, (d) lawfully disclosed by a third party, or disclosed in testimony before a competent authority.

Both parties shall take all necessary measures with regard to their staff and partners to ensure the effectiveness of the above obligation and shall guarantee compliance with this confidentiality commitment by the latter.

  • Unless expressly stipulated otherwise in the Contract, the Contract does not entail any transfer whatsoever of intellectual property rights attached to the Products and/or Services to the Customer. The Company remains the owner of the intellectual property rights relating to the Products and/or Services provided under the Contract. Similarly, all plans, technical documents and data, notices, samples, web s or any other document provided to the Client in connection with the performance of the Contract by the Company, as well as, where applicable, the related intellectual property rights, shall remain the exclusive property of the Company.

Consequently, by paying the price as specified in the Contract, the Customer acquires only the right to use the results of the Products and/or Services that are protected by the Company's intellectual property rights. For any other use, the Customer must contact the Company to define the terms and conditions, in particular the financial terms.

  • The Client guarantees that all elements provided to the Company in connection with the production of the Products and/or Services do not infringe on the intellectual property rights of third parties. The Client indemnifies the Company against any consequences of any kind (including legal costs, lawyers' fees, damages and compensation, etc.) in the event that the Company is held liable by a third party.
  • The Customer authorises the Company to use its name and logo as a commercial reference.

ARTICLE 10. PERSONAL DATA

  • The Customer is informed and accepts that, in the context of the performance of the Contract, the Company may store, process and use the data mentioned on the order for the purposes of processing the latter, in accordance with the provisions of the applicable regulations on the protection of personal data.

The Customer is invited to visit the following page https://www.unimeca.fr/en/cgv for detailed information on the Company's current privacy policy.

  • In their relations, each Party shall be solely liable for any damage caused by any breach of its obligations under the regulations on personal data protection.

ARTICLE 11. FORCE MAJEURE

  • Firstly, cases of force majeure within the meaning of Article 1218 of the Civil Code shall suspend the obligations of the parties. In the event of such an event, the parties shall endeavour in good faith to take all reasonably possible measures to continue the performance of the Contract. If the force majeure events last for more than sixty (60) days, the Contract may be terminated at the initiative of either party, without either party being entitled to compensation.
  • The following are expressly considered to be cases of force majeure: lockouts, lockdowns, administrative closures, strikes, epidemics, pandemics, embargoes, accidents, breakdowns of machinery or tools, excessive heat, humidity or cold, exceptional weather conditions, natural disasters, fires, floods, transport interruptions or delays, inability to obtain supplies or defective raw materials, cyberattacks or any other event beyond the Company's control resulting in particular in total or partial unemployment at the Company, its suppliers or subcontractors, or rendering production impossible or ruinous, total or partial blockage of means of communication, including networks.

ARTICLE 12. TERMINATION/CANCELLATION

The Company has the right to terminate/rescind the Contract as of right, by registered letter with acknowledgement of receipt:

  • in the event of total or partial non-performance of its obligations by the Client, in particular its payment obligation, its confidentiality obligation, respect for the Company's intellectual property rights and, more generally, the faithful performance of the Contract, thirty (30) days after formal notice has been sent by registered letter with acknowledgement of receipt and has remained unsuccessful, containing a statement by the Company of its intention to invoke the benefit of this clause, without prejudice to compensation for any direct or indirect damage that this termination may cause it;
  • in the event of an unfavourable change in the Customer's financial or commercial situation, which could lead to a default in payment.

In the event that, due to the nature of the unfulfilled obligation, it is not possible for the defaulting party to remedy the situation (e.g. breach of a non-interference obligation), the Contract may be terminated automatically by either party without notice and the Contract shall terminate upon receipt of the letter notifying the termination.

In the event of termination of the Contract, the Company shall be released from its obligation to perform. It shall refund any sums paid by the Customer for orders not yet fulfilled, except where the termination is due to a fault on the part of the Customer. The Company shall not be liable to pay any compensation to the Customer.

ARTICLE 13. SUBCONTRACTING AND PROVISION OF STAFF

In order to carry out its assignments, the Company may call upon subcontractors of its choice and/or use personnel made available to it under the conditions provided for in Articles L. 8241-1 et seq. of the French Labour Code.

ARTICLE 14. NON-SOLICITATION OF STAFF

The Client undertakes, unless prior written agreement has been obtained from the Company, not to recruit or employ through an intermediary any employee of the Company who has participated in the performance of the Contract, even if the initial solicitation is made by the employee. This undertaking shall remain in force throughout the term of the Contract and, unless otherwise specified, for a period of one (1) year from its termination for any reason whatsoever.

In the event that the Client fails to comply with this undertaking, it undertakes to compensate the Company by paying it a lump sum equal to the gross salary received by the employee during the twelve (12) months preceding his departure.

ARTICLE 15. APPLICABLE LAW – SETTLEMENT OF DISPUTES

  • All clauses contained in these general terms and conditions, as well as all contractual transactions referred to therein, are subject to French law, to the exclusion of any international agreement.
  • ANY DISPUTE ARISING FROM THE TRANSACTIONS REFERRED TO IN THESE GENERAL TERMS AND CONDITIONS, EVEN IN THE EVENT OF MULTIPLE DEFENDANTS OR THE INTRODUCTION OF A THIRD PARTY, WHICH IS NOT RESOLVED WITHIN THIRTY (30) DAYS FROM ITS NOTIFICATION BY TO THE MOST DILIGENT PARTY, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE LYON ECONOMIC ACTIVITIES COURT, WHICH IS EXPRESSLY ACCEPTED BY THE CUSTOMER.

ARTICLE 16. GENERAL PROVISIONS

  • The fact that the Company does not invoke any of the provisions of these general terms and conditions at a given time shall in no way be interpreted as a waiver on its part to invoke them at a later date, in particular the fact of not claiming late payment.
  • The possible cancellation of a clause shall not affect the validity of the other clauses herein.
  • In the event of a dispute, the parties agree to consider faxes and emails as original documents constituting valid evidence and waive their right to contest this means of evidence, except to question its authenticity.