Conditions of Sale

General Terms and Conditions of Sale - 02/2017

 

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1. Application of General Terms and Conditions of Sale
All orders placed with Lam Plan imply acceptance by the client, without any reservation, of all the General Terms and Conditions of Sale as set forth here below.

Client orders shall be registered by Lam Plan only in accordance with these General Terms and Conditions of Sale, regardless of contrary provisions, if any, that may be contained in the purchase order or in the general terms and conditions of purchase of the client, unless they have been expressly accepted in writing by Lam Plan.
The waiver by Lam Plan of one or more provisions of these General Terms and Conditions of Sale does not imply the waiver of any other provisions thereof which shall remain effective and binding upon the client.

The present General Terms and Conditions of Sale may be amended at any time without prior notice by Lam Plan, with the amendments thereafter being applicable to all subsequent orders.

The Client acknowledges being fully aware that their agreement with respect to the contents of these General Terms and Conditions of Sale does not require their signing of this document.

2. Orders
The sale shall be deemed to have been completed only upon acceptance of the order from the client by Lam Plan.

The products shall be supplied and invoiced at the relevant price rates in effect at the time of placing of the order or, where applicable, in accordance with the specific commercial proposal addressed to the client and accepted by them.

Any eventual amendments to the order subsequently made by the client shall be taken into account, only within the limits of the possible options available and at the sole discretion of Lam Plan, and provided that they have been notified in writing to Lam Plan at least fifteen days prior to the date scheduled for delivery, accompanied
with the issuance of a new specific purchase order duly signed by the client, including, where appropriate, a price adjustment.

3. Prices
The prices indicated in the Lam Plan catalogues are provided for illustrative purposes only and are not binding upon Lam Plan.

Appropriate invoices shall be issued in accordance with the price rates in force on the date of the order.

Unless otherwise specified in writing, all rates and prices are expressed in Euro and quoted net, ex works, exclusive of taxes and packaging. As a consequence, the client shall bear all costs related to VAT at the applicable rate, transportation costs, fees and duties as well as any expenses associated with insurance.

Special pricing terms and conditions may be applicable depending upon the specifications requested by the client, particularly concerning the specific modalities, terms and timelines of delivery, timing and terms and conditions of payment.

In this event a special commercial offer shall be prepared and sent to the client by Lam Plan.

4. Payment
The quoted price shall be payable in full in one single payment within a period of thirty days from the date of issue of the invoice, end of the month.

In case of late payment, Lam Plan may suspend any pending orders without prejudice to the application of late payment penalty fees that will be due as of the day following the settlement date as indicated on the invoice, applicable on the full amount/s due, calculated at three times the interest rate in effect on the date of implementation of this provision and applied by the European Central Bank.

Moreover, and in accordance with Article L 441-6 of the Code de Commerce (French Commercial Code), in addition to late payment penalties, the client shall be required to pay a lump sum amount of 40 Euros for recovery costs, with Lam Plan however, reserving the right to seek additional compensation on upon presentation of supporting documentation, corresponding to the recovery costs incurred, in excess of the lump sum amount.

5. Retention of Ownership Title
Lam Plan retains the right to reserve ownership title of the goods delivered to the client until payment has been made in full, inclusive of principal, interest and ancillary costs.

However, the risks relating to the goods shall be transferred to the client immediately upon delivery and, for the entire period of time corresponding to the Retention of Ownership Title by Lam Plan.

Client shall agree, therefore, to take out appropriate insurance policies to provide adequate coverage against the risk of loss, theft or destruction of the goods prior to full payment being made.

Without prejudice to any subsequent action or claim for compensation for damages, Lam Plan may terminate the sale, with the aforementioned goods being subject to repossession in totality by Lam Plan without prior notice provided thereof, in the event of non payment of any invoices that become due.

The client shall refrain from pledging as collateral or assigning ownership of the said goods until such time as they have fully settled the payment corresponding to the price thereof.

In the event of the client becoming the subject of bankruptcy proceedings or getting involved in any other event making it impossible to pay for the goods delivered by Lam Plan and where the goods were to be sold in part or whole by the client to a subsequent purchaser, without the subsequent purchaser being discharged from the liability of paying the sale price, with respect to the client, the client shall agree to promptly provide Lam Plan with all information necessary for Lam Plan to make any eventual claim on the goods, against the corresponding claim related to the sale price still owed by the subsequent purchaser.

6. Delivery
Delivery dates and time lines are purely indicative, provided only for informative purposes and as such, are in no way guaranteed.

In this regard, Lam Plan’s obligation is an obligation in terms of means and not an obligation in terms of result.

As a consequence, possible delays in delivery therefore may not be considered grounds for the cancellation of the order, refusal of the goods, the allocation of penalties or any claim for compensatory damages.

Lam Plan shall therefore not be held responsible for any delays in or suspension of delivery, errors, disruptions attributable to their service providers, contractors and / or subcontractors, or due to any unforeseeable fortuitous circumstances or force majeure events, as recognised by the French courts.

The Lam Plan warehouses shall constitute the place of delivery.

This rule shall not be subject to any derogation whatsoever on account of the management, in whole or in part, of the transportation
of goods by Lam Plan.

In such a case, Lam Plan shall act in the capacity of a mere agent of the client, with the transportation risks being entirely borne by
the client.

Unless otherwise stipulated in relevant provisions, the goods shall be transported at the sole risk and expense of the client, by carrier, and shall be delivered to the address indicated by them in the purchase order.

The client shall be responsible for checking and verifying the condition of the goods upon receipt.

In the event of goods that are missing or that have been damaged in transit, the client shall undertake to express all the necessary reservations on the delivery note or transportation waybill, upon receipt of the said goods.

In addition, these reservations must be confirmed to the carrier in accordance with Article L 133-3 of the French Commercial Code, in writing, within three days following the receipt of goods, by registered letter with acknowledgment of receipt.

It shall be up to the client to exercise their rights in respect of any eventual claims against the carrier or carriers.

7. Warranty
The new hardware and equipment sold by Lam Plan shall be covered under warranty against any risk of manufacturing defects for a period of one year from the confirmation of technical inspection and acceptance of the respective equipment installed with regard to its operation.

Upon the discovery, during the time period under consideration, of any deficiencies related to workmanship or faulty design or quality defects, the client must promptly inform Lam Plan thereof without any delay.

Lam Plan shall then, at its discretion, undertake to remedy any malfunction or operational deficiencies during the warranty period, either by carrying out the appropriate repairs as necessary, or by replacing the product, or by processing a refund, unless the defect of failure is attributable to the following:
- materials provided by the client or a design imposed by them;
- incidents arising from unforeseeable fortuitous circumstances or force majeure events, normal wear and tear, negligence of the client, the lack of supervision or proper maintenance, or operation or usage that is improper, inappropriate or not compliant with standard operating procedures;
- storage or packaging that is not in conformity with accepted professional practices and usage rules or incompatible with the specificities of the product;
- defects related to installation or implementation carried out by the client, or undertaken by third parties;
- modifications or repair, upgrading or refurbishment related work carried out by the client or by third parties without the prior authorisation of Lam Plan.

The client is required to give Lam Plan the time and the means and resources necessary to carry out the repairs and / or provide the replacements that would be required, failing which the Lam Plan warranty would no longer apply to the client.

The Lam Plan warranty is thus strictly limited as stipulated here above.

By express agreement, any loss or damages of any nature whatsoever, resulting from a prejudice arising from inherent defects in the goods shall be excluded from coverage.

8. Installation Start Up and Initial Operation
Work related to installation, start up and initial operation are not part of the delivery service to the client.

Thus, activities and operations that are excluded from delivery services, include foundation work, work related to electrical wiring and connections, hydraulics and compressed air lines and necessary supplies associated with the installation.

However, such works may be undertaken by Lam Plan upon express request by the client and will result in separate invoicing associated therewith.

In the event of works related to installation, start up and initial operation being carried out by a third party, only the terms and conditions of the said third shall be applicable.

9. Applicable Law
All provisions of these General Terms and Conditions of Sale are exclusively subject to French law with respect to the interpretation and enforcement thereof.

10. Assignment of Jurisdiction
Any dispute arising from the interpretation and / or enforcement of these General Terms and Conditions of Sale shall be subject to a process of discussion and consultation with a view to achieving an amiable settlement.

Failing such a settlement being obtained within a period of two months from the date the dispute was notified and acknowledged, the dispute shall be brought before the Tribunal de Commerce de Paris (Commercial Court of Paris) who will have sole jurisdiction in the matter.

This clause shall be applicable, including in the event of summary proceedings, fixed date petition hearings and proceedings, incidental claims, plurality of defendants or third parties, and without the possibility of any hindrance thereto arising from the jurisdiction assignment clauses contained in the client’s documents.