General terms and conditions of sale and services

1. General provisions

These general terms and conditions apply to all contracts for sales or services drawn up by MECATELIER FRANCE SASU, whose registered office is at 60 RUE FRANÇOIS 1ER, 75008 PARIS, registered with the Paris Trade and Companies Register (RCS) under SIREN number 922 046 214, with SIRET number 922 046 214 00016, NAF/APE code 28.99B, intra-Community VAT number FR33 922 046 214 and EORI number FR 922 046 214 00016, including any ancillary service.

In the absence of written acceptance, these general terms and conditions exclude all general and special conditions printed on the documents of the Client or of the other contracting parties.

The Client is defined as the person validly representing a legal entity and giving its agreement to the order form or quote issued by MECATELIER FRANCE SASU, as well as to any other ancillary service. The order forms the contract and irrevocably expresses the Client’s consent.

The Client expressly acknowledges that it has read these general terms and conditions, understood them and accepted them without reservation.

Provisions from which there is no express derogation remain applicable. Only derogations that are the subject of an express written agreement may modify the application of these general terms and conditions.

It is agreed that expressly accepted special provisions take precedence over the general provisions in the event of any discrepancy. Furthermore, it is expressly agreed that, in the event of any conflict between the Client’s general terms and conditions and those of MECATELIER FRANCE SASU, only the latter shall prevail.

The Client entrusts MECATELIER FRANCE SASU with carrying out the agreed services as set out in the document supporting the offer or order.

2. Offers

Unless otherwise stipulated in writing, offers are valid for 10 days from their date of issue. Once this period has passed, MECATELIER FRANCE SASU reserves the right to change its prices without notice.

Any order placed with us is binding on us only after written confirmation.

The Client is informed that a deposit may be requested (see the document supporting the offer). In that case, the validity of the offer is conditional on the deposit. If the deposit is not paid within the stated period, the offer shall be deemed to have lapsed.

Deposit invoices issued by MECATELIER FRANCE SASU form an integral part of the ordering process. Their actual payment by the Client is a prior and mandatory condition for the order to take effect.

Any changes made by the Client to the order must be notified in writing and must be expressly accepted in writing by MECATELIER FRANCE SASU.

The Client is deemed to know the properties, technical characteristics, etc. of the goods or service. The Client chooses the type of equipment or service according to its needs and under its sole responsibility.

The Client acknowledges that it has been fully informed of the characteristics of the goods and/or service and that it does not need any further information.

We reserve the right to modify the component parts without notice, as well as the right to modify the order, provided that the dimensional and performance characteristics remain unchanged or are improved.

The documents accompanying any offer or order – such as plans, diagrams, specifications, samples, tools, models, the price, etc. – and entrusted to the Client in that context remain the property of MECATELIER FRANCE SASU. For MECATELIER FRANCE SASU, these documents constitute the binding contractual basis for production and for drawing up an offer.

The Client must inform MECATELIER FRANCE SASU in writing, at the time of ordering, of any subsequent change made to the initial request for an offer and to the offer of MECATELIER FRANCE SASU.

The documents that MECATELIER FRANCE SASU attaches to its offer, its order confirmations and/or any other correspondence remain the property of MECATELIER FRANCE SASU. The Client undertakes not to use these documents for purposes unrelated to the contract, not to copy them and not to disclose them to third parties.

Printing errors, numerical errors, typing errors and calculation errors are not binding on MECATELIER FRANCE SASU and do not give the Client any right to damages.

The plans and diagrams taken from our catalogues are provided for information only and are not binding. The continuous improvements we make to our equipment inevitably affect dimensions. We therefore cannot undertake to comply with the measurements and dimensions stated; this paragraph does not apply to products for which technical drawings are provided and whose dimensions are clearly indicated on the order form or quote given to the Client.

Insofar as we keep documentation for certain specific products (manuals, for example), it is made available to the Client and may therefore be downloaded free of charge from our home page www.mecatelier.com. Printed copies of these documents may be provided to the Client on simple written request.

3. Cancellation

In the event of unilateral cancellation of an order, as evidenced by the order form, or of an offer accepted by the Client, MECATELIER FRANCE SASU reserves the right to demand a fixed indemnity equal to 30% of the total amount of the order.

In the case of an order for products manufactured or adapted to measure (including any goods customised to the Client’s specifications), this indemnity may be increased up to 90% of the total amount of the order, in order to cover the costs incurred and the impossibility of resale.

4. Lead times

Unless otherwise stipulated, the lead times set for our services or deliveries are given for information only.

If a lead time is expressly indicated as mandatory on the order form or by the Client, and delivery or performance is delayed for reasons attributable exclusively to MECATELIER FRANCE, the Client may claim a commercial discount equivalent to 1% of the total amount of the order per month of delay, up to a cumulative maximum of 6% of the total amount of the order.

It is expressly agreed that MECATELIER FRANCE undertakes to make every effort to perform and deliver the services within the shortest possible time. However, actual payment of the deposit invoice by the Client is a condition for scheduling and launching the operations. If payment of this invoice is late, the lead times initially announced may be extended, in particular because of the need to readjust the production schedule and to update the various logistics stages.

Nevertheless, in the event of force majeure (this list not being exhaustive: strikes, lock-outs, bad weather, storms, fires, floods, wars, computer bugs or viruses, technical incidents, supplier delays, labour shortages, illness) or of unforeseen circumstances, the time limits for performance are suspended until the force majeure event or the unforeseen circumstance comes to an end. Unforeseen circumstances means any circumstances that could not reasonably have been foreseen when the offer was submitted and that would make performance of the contract more difficult or more costly, financially or otherwise, beyond normal expectations. If these circumstances do not cease, they entitle the parties to request the revision or termination of the contract.

In any event, the following circumstances release us from our lead times:

– If the payment terms are not complied with by the Client;

– If changes or modifications are decided by the Client during performance;

– If the Client does not provide us with the information requested within the specified time limit.

5. Deliveries – Transport

Delivery times are given for information only. It follows in particular that, should they not be met, the Client may neither terminate the contract, nor seek its rescission, nor claim any damages whatsoever from MECATELIER FRANCE SASU.

Likewise, should MECATELIER FRANCE SASU be unable to perform the accepted order or service, or to perform it within the allotted time, whether for reasons beyond its control or because of force majeure, it may, by simple notification, extend the delivery time, suspend performance or terminate the contract, without being liable for any compensation by way of damages.

The goods must in principle be collected by the Client from the warehouse of MECATELIER FRANCE SASU within the set time limit.

Where delivery is our responsibility, it is carried out by the means of our choice, unless otherwise agreed in writing. Where our Client is acting for professional purposes, the goods travel at the Client’s own expense, risk and peril, except in the event of fraud or gross negligence on our part or on the part of our employees.

If the Client fails or refuses to take delivery of the goods ordered, we reserve the right to demand performance of the contract or, after prior formal notice, to consider the contract terminated as of right. In the latter case, the Client shall owe us, as of right and within eight clear days of notification of this termination, a fixed indemnity of 30% of the sale price, and, for customised orders, a fixed indemnity of 80% of the sale price.

At the Client’s request, the equipment may be installed by MECATELIER FRANCE SASU against payment at the rates in force at the time the contract is concluded.

The Client is required, at its own cost and risk, to inform MECATELIER FRANCE SASU of all relevant information (including the layout of the premises, opening hours, etc.), and to provide suitable premises equipped with all the necessary installations and connections. If necessary, the Client shall make a lift or hoist available to the staff of MECATELIER FRANCE SASU at the time of delivery.

Unless the Client explicitly disputes it by registered letter with acknowledgement of receipt within 3 working days following installation by MECATELIER FRANCE SASU, the installation is deemed to have been carried out in accordance with the Client’s order and with good workmanship practice.

6. Retention of title clause

The Company retains ownership of the goods sold or leased until full payment of the price and its ancillary amounts (any costs, interest and penalties). Consequently, the Client expressly undertakes not to sell, assign, pledge or, in general, dispose of the goods covered by the contract before its account has been settled.

The Company may invoke this retention of title clause eight clear days after a formal notice to pay, sent to the Client by registered letter with acknowledgement of receipt, has remained without effect. The goods must then be returned to the Company immediately and on simple request.

The Client shall nevertheless remain solely liable for the loss, even through a fortuitous event or force majeure, of the goods leased or sold under this clause.

The Client undertakes to notify MECATELIER FRANCE SASU of any seizure by a third party of leased or sold equipment whose price has not been paid in full.

Likewise, the Client undertakes to inform MECATELIER FRANCE SASU immediately should the delivered and unpaid equipment be located in premises rented by the Client.

The Client undertakes not to modify, remove or deface the signs, brands, numbers or other means of identification of the equipment, parts and/or services.

7. Prices

The prices set are stated in euros, excluding taxes.

Unless otherwise stipulated, they do not include transport costs, which will be shown as a separate item if we are responsible for transport or for organising it.

Our prices are in principle not subject to revision; we may nevertheless pass on any changes in the VAT rate occurring before the delivery date.

8. Payment

Invoices are payable no later than the due date stated on them.

Any invoice unpaid on its due date shall bear, as of right and without formal notice, late-payment interest at the rate provided for in Article L441-10 of the French Commercial Code.

In addition, any unpaid invoice shall be increased, as of right and without formal notice, by a fixed indemnity for recovery costs of €40 (Decree No. 2012-1115 of 2 October 2012).

Any dispute concerning an invoice must reach us in writing within eight clear days of its dispatch. Once this period has passed, the invoice shall be presumed accepted by the Client.

9. Warranty in the event of sale

The products shall be deemed accepted by the buyer no later than three calendar days after delivery, unless the buyer notifies us of a precise and detailed claim by registered letter before this period expires.

Acceptance shall cover all apparent defects and lack of conformity, that is, all defects that the buyer could have detected at the time of delivery, or within the following three calendar days, through careful and thorough inspection.

We guarantee the products we sell against hidden defects within the meaning of Article 1641 of the French Civil Code, for a period of 12 months from delivery. This warranty is subject to the following conditions:

the defect renders the product, to a significant extent, unfit for the use for which it is normally intended or for a special use expressly mentioned in the special conditions of sale;

the product was assembled and installed by MECATELIER FRANCE SASU or by a company approved by MECATELIER FRANCE SASU;

the product is used under normal conditions.

In particular, the warranty shall not apply if the maintenance and operating instructions provided on delivery have not been followed, nor in the event of modification, dismantling or repair by an unqualified person.

To invoke the warranty, the Client must notify in writing, by registered letter, any claim relating to hidden defects within a maximum of one month after their discovery, and must have paid for its order in full.

Our warranty is limited, at our option, to free repair, replacement of the defective goods or reimbursement.

The original purchase invoice must be presented with any warranty claim.

The warranty does not cover:

– normal wear and tear,

– damage due to misuse, negligence or accident,

– work carried out by an unapproved third party.

Second-hand equipment is sold or leased exclusively in the condition in which it is found, without any warranty, which the Client acknowledges and accepts.

10. Services of MECATELIER FRANCE SASU and its subcontractors

The Client certifies and guarantees that its installations and the design of its building comply with the applicable legal, technical and safety standards, so that MECATELIER FRANCE SASU can perform its services without risk, or that they will comply at the latest at the time of the intervention.

MECATELIER FRANCE SASU performs only the work expressly described in its offers. Any additional service requested on site by the Client may be invoiced at the rate in force, after written agreement on the job sheet signed by a representative of the Client.

The Client undertakes to guarantee access to the site, to provide all the necessary information and to ensure the availability of the equipment.

In the event of cancellation, delay or unavailability attributable to the Client, MECATELIER FRANCE SASU may invoice waiting time and travel at the hourly rate in force.

The staff of MECATELIER FRANCE SASU remain under its exclusive authority. The Client may not give any instructions other than those necessary for the performance of the contract.

11. Termination – rescission for breach by a contracting party

In the event of non-payment or of failure by the Client to comply with its contractual obligations, MECATELIER FRANCE SASU may, at its discretion, terminate the contract with damages, without prejudice to the other actions provided for by law.

12. Amendment of the general terms and conditions

These terms and conditions may be amended at any time. The applicable terms and conditions are those communicated at the time the offer or order is confirmed.

13. Severability clause

The invalidity, inapplicability or illegality of any of the clauses of this contract shall not entail the invalidity or nullity of the other provisions. These remain fully applicable.

14. Disputes

The parties agree that any disagreement or dispute relating to these general terms and conditions of sale, or arising from their interpretation or application, shall be submitted to an attempt at mediation before any legal action.

To this end, the parties undertake to take part in at least one mediation meeting, sending to it a person with decision-making authority.

The mediator shall be chosen by the parties by mutual agreement.

If mediation fails, any dispute shall be brought before the competent courts within the jurisdiction of the Paris Court of Appeal, which shall have exclusive jurisdiction.

In the context of their relationship, the parties accept electronic means of evidence (emails, computer back-ups, etc.).

The applicable law is French law.