EUROCHENE GENERAL TERMS AND CONDITIONS OF SALE
1. General terms
The present general terms and conditions of sale supersede all previous terms and conditions and apply to all sales made by the Seller. The Seller reserves the right to modify them at any time.
Placing an order implies that the Buyer has read and accepted without reservation these terms and conditions. The terms and conditions of purchase and any other special terms of the Buyer are expressly excluded unless agreed in writing by the Seller. These general terms and conditions can be supplemented with special terms.
2. Offers - orders
Unless otherwise stipulated, our offers are valid for a maximum of 3 months and within the limit of available stocks. The order is placed after acceptance of our offer by the client and is only definitive once confirmed in writing. The order is irrevocable: it cannot be modified or cancelled without prior written agreement by EUROCHENE. When authorisations or formalities of any sort, particularly import or foreign-exchange, are required for imports to the country of destination or for the payment of our Products, their procurement or completion in due course will be borne by and are the sole responsibility of the Buyer.
All prices are net exclusive of VAT or any other tax payable, customs duties, delivery costs and insurance. Unless otherwise indicated the prices are in Euros EXW (Incoterm CCI 2010). In the case of staggered deliveries relating to the same order, or a price offer proposed by the Seller and including a period of validity, the Seller reserves the right to modify the price agreed previously at any time in the event of a substantial increase in the price of the raw materials or labour costs, significant variations in foreign exchange rates or more generally the occurrence of an event beyond the control of the parties which compromises the contractual balance.
4. Delivery and transfer of risks
The delivery deadlines are specified in the Seller's order confirmation and are given for information only. Any delay in delivery does not authorise the Buyer to cancel the order, refuse the Products or claim any penalties or damages. Unless stated otherwise in the order confirmation and agreed in writing by the Seller, the Products are delivered EXW (Incoterm CCI 2010), and notwithstanding any delivery arrangements or payment of shipping costs agreed between the parties, the risks relating to the goods are transferred to the Buyer after acceptance of the goods by the first carrier ex works or ex warehouse, or once the goods are made available to the Buyer. The Buyer must make the necessary arrangements so that the wood is transported in suitable vehicles, that is to say covered, closed and watertight in order to prevent the degradation of the wood.
5. Acceptance of goods - Claims
The acceptance of the goods takes place at the point of dispatch at EUROCHENE. The Buyer must appoint someone to take delivery of the goods before their departure and carry out a quantitative and qualitative compliance check. If not, the shipping order will serve as acceptance and constitute taking possession. The Buyer must, on arrival of the goods, carry out all the necessary controls and state immediately on the delivery receipt any apparent deterioration of the goods, damage or anything else. Without prejudice to the measures to be taken in relation to the carrier, claims regarding apparent defects or the non compliance of the products must be formulated in writing within 8 days of delivery. In this regard, colour, grain, knots and other features cannot give rise to any claims if they are within the usual tolerance limits of the Seller's profession. After this period of 8 days, and if the Seller has not been informed of any claims, the goods are considered definitively accepted by the Buyer and no further claims by the Buyer for non compliance or apparent defects are admissible. Any claim must be duly justified by the Buyer who must allow the Seller to examine the goods and pass on to the Seller any element necessary to verify the claim. No claims will be admissible once the goods have been transferred or sold to a third party, treated or processed. The goods can in no way be returned to the Seller without the prior written consent of the latter. The cost and risk of returning the goods is borne by the Buyer.
Unless otherwise stipulated, payment of the invoices must be made to the Seller's billing address within thirty (30) days of the date of invoice. In case of payment by bank draft, the bank draft must be returned within 8 days of dispatch, if not the Seller will be able to protest non-acceptance. The client shall refrain from any illicit automatic debit or credit. Any automatic debit shall constitute an outstanding payment and shall give rise to the application of late-payment penalties. The Seller reserves the right to suspend any scheduled deliveries or request guarantees in the event of non payment of one or several invoices by the Buyer. In accordance with article L 441-6 of the French commercial code, late-payment penalties shall be automatically payable, at the interest rate applied by the European Central Bank to its most recent refinancing operations plus 10 percentage points.
In the event of late payment, the Seller can reclaim possession of the goods, at the expense of the Buyer, until payment in full and this, without prejudice to any other appeals or indemnification in the event of failure to pay. Likewise, forty-eight hours after a non-response to notice, the sale will be terminated by rights if deemed fit by the Seller without prejudice to any other damages. In any case, the sums due for other deliveries, or any other reason, will be immediately payable if the Seller does not opt for the rescission of the corresponding orders. All the recovery costs will be borne by the Buyer.
7. Retention of title – subrogation of debt
The goods sold remain the property of the Seller until payment in full, even if they have been processed, manufactured or even sold to a third party. The payment is deemed as made once the cheque or negotiable instrument has cleared. The risks, notably of depreciation, destruction or theft, are however transferred to the Buyer as soon as the goods are made available. The Buyer is required to object by all means permitted by law to any claims asserted by third parties on goods sold through seizure, confiscation or equivalent procedures. They must inform the Seller as soon as it is known so the latter can safeguard their interests. Until the price is paid in full, the Buyer must segregate the goods delivered and keep them separate from similar goods from other suppliers. Failing segregation, the Seller can request a refund or recover those still in stock. Furthermore, the Buyer shall not pledge or transfer for collateral purposes the property of the goods. In the case of resale and/or processing of the goods, the Buyer undertakes to transfer until payment of the Seller's invoices, all or part of the debts they hold over their own debtors, and informing the latter if need be of the subrogation of debt agreed by him on the Seller’s request, and this amounting to the value of the goods that are still subject to the retention of title.
8. Guarantee – Liability
Our products are guaranteed of fair marketable quality. In the case of non compliance or proven defect recognised by the Seller, the latter can, at its sole discretion, replace Products at its expense or refund the faulty products. Resorting to one of these actions serves as full discharge and excludes any other form of indemnity linked to Product defects. The Seller can for no reason be held liable for any indirect or intangible losses such as operating losses, financial prejudice, loss of earnings and damage to image. The liability of the Seller for the sale of Products to the Buyer can in no way exceed the total price of the product(s) ordered.
The guarantee does not cover the following cases: the claim was not made according to the conditions laid down in article 5 above; the claim is inadmissible due to the transfer, resale, treatment or processing of the Products by the Buyer or a third party; the Buyer failed in its duty of care, misused the products or did not preserve or store them in accordance with common practice.
9. Intended use of the goods – quality
The Buyer must ensure that our wood complies with the intended use and the laws and regulations in force in the countries in which it is marketed. The Seller can in no way be held liable for the suitability of the goods for the Buyer's intended use, and this independently of any information that may have been passed on by the Seller. The Buyer remains sole liable to third parties. Processing, manufacturing or selling our goods implies that the Buyer accepts without reservation the compliance with its final use. The Buyer undertakes to handle, store and preserve the wood according to common practices and the requirements linked to the nature of the Products. The quality of our wood is graded according to the species, and when it can be applied corresponds to the European standard EN-975-1 or an internal grading (see details on our website www. Eurochene.com).
Our sawn timber and finished products sold dried are measured fresh when they are produced. No claim can therefore be made by the Buyer in the event of a decrease in volume after drying. The moisture content is given for information only and can vary; it can never be guaranteed, particularly for wood that has not been dried. In any case, it is up to the Buyer to check and ascertain the moisture content of our wood, which is not guaranteed even if the wood has been kiln dried. For the sale of logs, we apply the ONF (French Forestry Commission) general terms and conditions of sale as laid down in resolution 2007-10 of the ONF board of directors of 28 November 2007 (publication notice in the Official Journal 08/03/08) and customary professional practices.
10. Force majeure
The Seller cannot be held liable for any delay or failure to execute one of its obligations if this delay or failure is directly or indirectly due to a case of force majeure such as the occurrence of a natural cataclysm - earthquake, storm, fire, flooding, armed conflict, war, act of terrorism, industrial action, a partial or total strike involving the Seller, service providers, carriers, post office, etc.
11. Jurisdiction - Governing law
In the event of a dispute, the commercial court of Besançon (25) has sole jurisdiction, even in the case of incidental claims or multiple defendants. The relations between the parties are governed solely by the laws of France.