I - Scope and Generalities
Under the terms of these Sales Conditions, Universal Sourcing Network ("USN") supplies the customer (the "Customer") with parts and related services. Any order automatically implies the Customer's unreserved acceptance of full and complete adherence to these General Sales Conditions, to the exclusion of any other document such as a prospectus or catalogue provided by the seller, which are only indicative in nature. Failure to comply with a single clause of these General Sales Conditions shall automatically give USN the right to immediately cease deliveries to the Customer in question.
II - Price quotations
The terms and conditions of payment shall be specified in the offer submitted by USN to the customer. The prices in USN's quotations and notices of receipt are based on the economic conditions prevailing on the day the quotation is drawn up and are therefore subject to revision on the day the order is placed in accordance with existing regulations in the event of a change in conditions. Unless otherwise agreed, the prices given by USN are net and without discount.
III - Orders
The sales contract shall only become effective after USN has expressly and unconditionally accepted the order by any means in writing. Expressly accepted, closed or open orders shall be deemed to be acceptance by the customer of USN's offer. Any change to the order must be accepted by USN. Cancellation of an order shall only be possible with the prior and formal consent of USN and shall automatically result in the payment of a cancellation fee to compensate for the damage suffered.
3.1 Closed controls
Closed orders are precise and firm in terms of quantity, price and deadlines.
3.2 Open orders
Without prejudice to the application of Article 1174 of the Civil Code, the open order must meet the following conditions: it is limited in time by the agreed deadline, it defines the characteristics and the price of the product. At the time of the conclusion of the open order, minimum and maximum quantities and deadlines for completion are provided for. The timing of the delivery orders defines precise quantities and deadlines that fall within the range of the open order. In the event of a 20% increase or decrease, the parties shall consult each other to find a solution to the consequences of this deviation, which could alter the balance of the contract to the detriment of USN. The order may not be cancelled without USN's consent, in which case the Customer shall compensate USN for all costs incurred and for all direct and indirect consequences thereof. In addition, the deposit already paid shall remain with USN. Any modification, non-performance or suspension of the contract that does not allow the stocks to be sold under the conditions provided for in the contract shall result in a renegotiation of the initial economic conditions allowing USN to be compensated.
IV - Order preparation
Free samples sent by USN may not be resold, nor may samples be passed on to a third party without USN's permission. As the tools are designed by USN and adapted to its methods and equipment, they shall remain its property and shall remain in its workshops. The Customer's contribution to the cost of the tools shall not transfer any material or intellectual property rights or know-how.
V - Delivery
Unless otherwise agreed, all deliveries shall be deemed to have been made to USN's production sites or warehouse. Consequently, the goods travel at the Customer's risk, who shall, if necessary, take out all insurance arrangements, unless USN assumes this mission in its place, in which case the costs remaining at the Customer's expense shall be re-invoiced to him. The law provides for a period of three days, not including public holidays (ART L133.3 of the French Commercial Code), for any claim against the carrier. It is the Customer's responsibility upon receipt of the goods to check the shipment and, if necessary, to exercise their rights of recourse with the carrier, even if the shipment is carriage paid. The customer must, at their own expense and under their own responsibility, check or have checked the conformity of the products with the terms of the order. Receipt shall constitute recognition of the absence of apparent defects. Complaints about apparent defects or non-conformity of the delivered product must be made in writing within 8 days of the arrival of the products. The customer must not under any circumstances modify the product delivered, unless they renounce the guarantee offered and the possibility of returning the parts. USN shall use its best endeavours to deliver within the period initially agreed; however, any delays shall not justify the cancellation of the order or the payment of damages. Delays due to force majeure, such as strikes, lockouts, pandemic, fire, etc., delays caused by suppliers, as well as any other circumstances beyond USN's control, shall automatically entitle USN to a corresponding extension of the promised delivery periods.
VI - Payment and Late Payment
All invoices issued by USN are to be paid on the date indicated according to the payment terms indicated. Early payment shall not be subject to any discount, unless otherwise agreed. In the event of failure to pay on the date indicated on the invoice, late payment penalties shall be due by operation of law as of 1st day after the payment deadline has been exceeded. These penalties are set by USN at 1.3% per month of delay. In addition, a fixed indemnity of 40 euros for collection costs shall be added, without prejudice to USN's right to claim additional compensation, upon presentation of proof, if the collection costs incurred are higher.
VII - Retention of Title Clause
USN shall retain ownership of the goods delivered until full payment of the purchase price. The risks of the goods shall be borne by the Customer, who is obliged to insure the goods against loss and damage of any kind. In the event of non-payment on the agreed due date, the return of the goods delivered may be demanded immediately either:
- By registered letter
- By joint inventory
- By a bailiff's summons
Goods delivered and not paid for must be shown separately on the Custormer's stock and in their accounts. In the event of bankruptcy, receivership or liquidation, the Customer must notify us within a maximum of fifteen days so that we can claim the goods in accordance with Article 80-335 of May 12th 1980. In the event of resale or transformation, USN reserves the right to reclaim the goods sold and not paid for within the framework of the collective procedure. The Customer may then be required to grant a subrogation of claim to the sub-purchasers up to the value of the goods subject to the retention of title. This security shall be enforceable against third parties.
VIII - Guarantees
The goods are guaranteed for a one-year period after the date of delivery against all material and manufacturing defects. The guarantee is limited to the pure and simple replacement, within the shortest possible time, of any part or part of a part containing one of the above-mentioned defects without any compensation of any kind. Free replacement can only be granted after examination of the parts in dispute, which must be returned postage and packaging paid, all return costs being the responsibility of the Customer. All damages and incidents caused by external events, such as faulty maintenance, overloading, improper lubricant, natural wear and tear, incorrect choice of parts, incorrect assembly, unsuitable storage conditions or any other incident not caused by USN are excluded from the warranty. Damage to the product supplied, as a result of abnormal use by the Customer, is excluded from the warranty. It is also to be noted that due to the technical complexity of the delivered goods and the special precision of their manufacture and assembly, no presumption of knowledge on the part of USN of any hidden defects or faults shall apply. It is further stipulated that USN's liability in all cases shall not exceed the value of the product served. All returns will be refused unless prior written acceptance is obtained.
IX - Special Parts
For certain large orders, a deposit as well as the full cost of tooling may be required at the time of the order. The deposit shall be retained by USN, regardless of the outcome of the order. USN reserves the right, when executing orders corresponding to the parts ordered by the Customer, to deliver a quantity of approximately 10% more or less than that agreed.
X - Liability
Under no circumstances shall USN be held liable for any indirect and/or immaterial damage, such as loss of earnings, loss of profit or loss of production. In any event, USN's liability is strictly limited, regardless of the cause, object or basis of the claim, to the amount of the order excluding VAT.
XI - Claims and Jurisdiction
No claims for quantity or weight will be accepted after regular release has been given to USN. Technical specifications in catalogues, CD-ROMs, and websites are given as a guide and are subject to change without notice. Parts delivered in conformity are not taken back, except in the case of a warranty. In the event of a dispute, the Chartres court shall have sole jurisdiction, regardless of the place of delivery and the method of payment, even in the case of incidental or guarantee claims or multiple defendants. Our bills of exchange, acceptance of payment or delivery outside DREUX do not constitute a novation or derogation to this jurisdiction clause.