The present General Terms and Conditions of Sale define the rights and obligations of the company STAINLESS (the "Vendor") and its clients (the "Buyer"), and apply to all contracts between the parties for the sale of the Vendor's products and/or services (the "Product"), with the exception of special terms and conditions or amendments made and agreed upon in writing by the parties. The present General Terms and Conditions of Sale cannot therefore be amended by contrary clauses stipulated on any of the Buyer's documents, regardless of the terms, without express consent in writing from the Vendor.


2.1 - Unless stipulated otherwise in the Vendor's offer, the said offer is definitive and irrevocable for a one month period starting from its date of issuance.

2.2 - An offer is deemed made for the supply of an indivisible whole of various Products detailed therein.

2.3 - An order binds the Vendor only if it is conform with the Vendor's last offer.


3.1 - Failing amicable agreement, any disputes relating to a sale and/or delivery by the Vendor, even in the event of recourse in warranty or multiple defendants, shall be subject to the sole jurisdiction of the Doubs (France) Tribunal de Commerce (Trade Court).

3.2 - All differences shall be judged according to French law, French Private International Law regulations excluded.


4.1 - The delivery lead-times specified on our estimates, proposals and acknowledgements of receipt of orders, are provided for reference only.

4.2 - Delivery periods run from the date on which the Vendor confirms the order. Also, the Vendor shall be released ipso jure from any engagement relative to delivery periods if the Buyer has not supplied the information necessary for the Vendor within the required time-limit.

4.3 - If the Buyer is unable to take physical possession of products on the agreed delivery date, the Vendor will have the right to store them at the Buyer's expense, without this modifying in any way the terms of payment defined in clause 9 below. These storage expenses will equal twice the Euribor interest rate per month, in compensation for late payment of Products and for safeguarding the products.


If no instructions are provided as to the place of delivery for Products, or in case of impossibility of dispatching the products for reasons independent of the Vendor's will, the Products will be deemed delivered with the issuance of a simple availability notice; the pieces are then stored at the Buyer's risk, the Vendor reserving the right to invoice safeguarding fees.


6.1 - The transfer of risk takes place upon delivery.

6.2 - Products are transported at the Buyer's risk; in the event of delay, loss or damage the Buyer shall file complaints against the carrier organisation, regardless of whether or not this organisation was designated by the Vendor.

6.3 - Unless otherwise specified by the Buyer, the Vendor will select the method of transport considered the most appropriate for the Products in question for dispatching the Products on behalf of the Buyer without liability of any kind being incurred by the Vendor as a result thereof.


7.1 - Delivery dates may be extended for any cause making it impossible for the Vendor to fulfil its contractual obligations, particularly in the event of Force Majeure. In the terms of the present General Terms and Conditions of Sale, Force Majeure designates an event that is beyond the reasonable control of the Vendor such as strikes, embargoes, tool malfunctions, riots, wars, natural disasters, fires, or other events of a similar nature such as harsh weather conditions, supply problems, accidental production stoppage, unpredictable market trends, etc.

7.2 - A late delivery cannot under any circumstances justify cancellation of the order, nor can it give rise to penalties or compensation of any kind, unless stipulated on the acknowledgement of receipt for the order. In the event of late delivery of a Product and when a penalty clause has been agreed between the Parties, it can apply only to Products affected by this delay.
For damages caused by late delivery, the Vendor's liability is limited to the lateness penalties agreed with the Buyer.


8.1 - Prices are always stated as amounts net of taxes or any other charge, for bare Products placed at the Buyer's disposal on our premises. Any duties and taxes that the Vendor is brought to pay on behalf of the Buyer shall be re-invoiced to the Buyer. All costs of packing, handling, shipping (whether land, sea or air) placing on board, insurance and other will be invoiced in addition.

8.2 - Unless stipulated otherwise in the terms of order acceptance, all prices are quoted EX WORKS, in accordance with Incoterms 2000 C.C.I.

8.3 - Unless expressly specified otherwise in the offer, prices are payable either net, at 30 days of the invoice date, or with a discount rate of 0.5% per month for advance payment.

8.4 - The Buyer is responsible for paying any increase in the cost of duties, taxes, levies and stamps occurring after conclusion of the contract, even in the case of "duty paid" sales.

8.5 - Unless stipulated otherwise, prices are subject to adjustment to account for variations that are beyond the Vendor's control, particularly including variations in the cost of materials, energy and labour occurring between the date of the last offer and the contractual delivery date.


9.1 - The Vendor reserves the right to assign its receivables to a collection agency.

9.2 - The method of payment and of possible instalments shall be expressly agreed upon in the contract.

9.3 - The Vendor reserves the right, under all circumstances, to demand that the Buyer pay by transfer or bill of exchange. The Vendor accepts payment by promissory note (French law 85-695 of July 11, 1985, Article 39).

9.4 - The Vendor reserves the right to demand payment by cheque upon delivery of the Products if the Buyer's account with the Vendor is in arrears or runs a risk of insolvency.

9.5 - Non-payment of a fraction of the price when due, or non-observance of any of the due dates for payment, shall entitle the Vendor to demand immediate payment of all sums then still due, (bills of exchange included) and to retain instalments held by the Vendor as well as tools and other items in the Vendor’s possession, until full payment is made of all sums due.

9.6 - In the event of failure to meet the due date of payment indicated on the invoice, the Buyer, in accordance with French law 92-1442 of December 31, 1992, amended, shall be liable for payment of a lateness penalty, calculated on the full amount of sums due and equal to the rate of interest applied by the Central European Bank in its most recent referencing operation, increased by 7 points. These penalties are due upon reception of the notice informing the Buyer that they have been charged to the Buyer's debit.


10.1 - The transfer of title to delivered Products shall occur only after the Vendor receives full payment of the price and auxiliary charges, in compliance with French Laws 80-335 of May 12, 1980 and 94-475 of June 10, 1994. This reservation of title does not prevent transfer to the Buyer, upon the Products’ delivery, of all risks of loss and deterioration, as well as of damage they might occasion.

10.2 - If the Buyer fails to make a payment when due, the Vendor may reclaim specific Products, or all products of the same nature and quality in the Buyer's possession. In the event of repossession of said Products by the Vendor, the Buyer will be credited with their price after deduction of the costs of repossession in addition to their possible loss in value between the date of the Contract and the date of their repossession.

10.3 - Before acquiring title to the Products, the Buyer may neither grant any security interest therein to a third party, nor resell them, without the Vendor’s prior written consent.

10.4 - The transfer of risks being effective as of delivery, the Buyer shall assist the Vendor in any action the latter may be required to take in order to protect its rights of ownership. The Buyer undertakes to insuring Products, upon their delivery, with the Vendor as beneficiary, against any risks that they might incur or cause. Unless the Products become unidentifiable following standard operational use by the Buyer, the Buyer undertakes to maintaining the Products in delivery condition.


11.1 - The Vendor’s liability is limited to delivering Products compliant with the drawings and specifications agreed upon by the Parties.

11.2 - Unless expressly agreed otherwise in writing, all responsibility with regards the choice of Products is incumbent upon the Buyer.

11.3 - Under any hypothesis, unless civil regulations apply, the Vendor's contractual liability cannot exceed eight times the invoiced net amount of the material Product or in the case of Products which consist in provision of services, twice the invoiced net amount.

11.4 - Any repairs made on Products without prior consent by the Vendor, even if the Products are found defective, shall result in the loss of all warranties as well as any right of recourse against the Vendor.

11.5 - Unless warranty or penalty clauses have been mutually agreed upon at the time of Order acceptance, the amount for repairs which the Buyer or any other person may demand from the Vendor for supplies used in the nuclear field, (in irradiated zone), which are found to be defective after decontamination, will be calculated excluding indirect losses, particularly commercial and financial losses, all decontamination-related expenses, plus added expenses relating to work in an irradiated zone, or extension of delivery dates owing to the nature of such work. The Buyer shall, in the final customer’s stead, take charge of these expenses. The allegedly defective parts will be decontaminated before their return to the Vendor, the Buyer taking charge of the decontamination expenses, in the final customer's stead.

11.6 - The Vendor shall in no event be responsible to anyone for nuclear damage, wherever it may occur, and whether to persons or to material objects, allegedly caused by defective supplies originating from the Vendor. The Buyer will take all necessary measures, within the legislative framework of the country where the Products may be installed, to ensure that no recourse may be pursued against the Vendor for any such damage. In the event that such recourse is sought against the Vendor, the Buyer will hold the Vendor harmless, substituting itself for the Vendor to pay any sum, whatever the amount, comprising principal together with interests and costs.


12.1 - Except where it has been agreed that prices are based on quantity, all Products are sold based on weight and will be invoiced accordingly, regardless of quantity.
No other method of measuring quantity shall be asserted by the Buyer or recognised by the Vendor.

12.2 - Whether delivery be agreed in terms of weight, length or quantity of items in bulk, the Vendor reserves the right to deliver a quantity that is reasonably different to that specified in the order, this difference not exceeding +/- 10%.


13.1 - The buyer shall be presumed to have taken delivery of the Products within fifteen (15) days after the physical delivery. Thereafter, in accordance with article 1642 of the French Civil Code, the Buyer shall be presumed to have accepted the Products with any possible defects apparent therein.

13.2 - Any complaints shall be addressed to the Vendor's sales manager in charge of the Buyer's order or to the Vendor's quality control manager. Any Products returned by the Buyer shall be sent to the premises of the Vendor that delivered the Products. The Buyer shall bear all risks associated to the Product's return until its definitive arrival at the Vendor's site.

13.3 - Any defects must be established by evidence. If Products are found to be defective, the Vendor reserves the right to remedy said defect(s) by any one of the following three methods: a) by replacing the defective Product on the Buyer's premises, or b) by repairing the defective Product on the Vendor's premises, or c) by refunding the price invoiced and paid by the Buyer for the defective Product; in methods b) or c), the replaced or refunded Product will, at the Vendor's discretion, become the Vendor's property.


14.1 - The Buyer may visit the Vendor’s premises only upon terms set by the Vendor. No visit shall be allowed without a prior written request by the Buyer addressed to the Vendor giving at least one month’s advance notice of such a visit.

14.2 - Any such visit may be made with the sole purpose of verifying the proper execution of the Buyer’s Order, as limited by the need to protect the Vendor’s trade secrets as well as the rights of third parties. The costs for the Vendor for such visits shall not exceed what is reasonable within the framework of the Contract.


Unless specified to the contrary in the contract, the Vendor reserves the right to subcontract certain operations without informing the Buyer thereof.
These subcontracted operations shall only be entrusted to partners duly approved by the Vendor.


16.1 - All documents provided by the Vendor such as offers, quality plans, specifications, qualification files, and all documents produced by the Vendor remain the Vendor’s intellectual property and may not be communicated to third parties without the Vendor's prior written consent.

16.2 - All data contained in the inspection and conformity certificates, issued separately, is provided exclusively to establish the conformity of the delivered Product. Any statistical analysis results, whoever their author, based upon said data, remain the Vendor's property and may not be communicated to third parties.


17.1 - A simple delay in delivery, non-observance of a procedure, a Force Majeure or any cause which makes it impossible for the Vendor to fulfil its contractual obligations, shall not be deemed to justify annulment.

17.2 - The Vendor shall have the right to terminate the Contract if the Buyer is in bankruptcy or liquidation proceedings, or in the event that a significant change to the Buyer’s legal circumstances should undermine its solvency. However, termination of a Contract shall not reduce the Buyer’s debts to the Vendor.

17.3 - If the Buyer, at its own initiative and on whatever grounds, unilaterally terminates the Contract, the Vendor reserves right of recourse to compensation for the damages caused by this ejectment. The corresponding payment shall account in particular for the cost of replenishing turnover, for fixed costs related to production stoppage and for non-recoverable expenses due to material already in production.


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