Terms and conditions of sale

Article 1 – Definition of products and equipment

The products and equipment referred to in these General Terms and Conditions of Sale denote all equipment, devices, tools, spare parts or replacement units sold by MAGE Application, hereinafter “the Vendor”.

Article 2 – Definition of Vendor – Client

For the purposes of these General Terms and Conditions of Sale, the following terms:

2.1 Vendor refers to the company MAGE Application, whose head office is located in Claix.

2.2 Client refers to any natural or legal person forming an agreement with the Vendor.

Article 3 – Quality of Vendor

3.1 The Vendor deals with its customers in its own name and on its own behalf.

3.2 The Vendor accepts and shall retain sole responsibility for its engagements.

3.3 Representatives or employees of the Vendor are not entitled to make commitments on behalf of the Vendor unless expressly confirmed by the latter.

3.4 If the Vendor acts as a plant representative agent, orders entrusted to the Vendor are subject to the specific terms and conditions of the constructor, insofar that they deviate from these General Terms and Conditions of Sale.

Article 4 – Proposals, prices, and technical information

4.1 Proposals

Unless otherwise specified in writing by the Vendor, its proposals are valid for one month and always issued without commitment, concerning the choice and technical details of the equipment proposed, its price and delivery lead time. At the time of the order, the Client is responsible for obtaining all technical and commercial information it requires.

4.2 Prices

Vendor prices may change without notice and for any reason.

Article 5 – Catalogues, technical and commercial documents

5.1 Catalogues

The information published in catalogues, prospectuses, and technical documents provided by the Vendor is not binding on the Vendor, who reserves the right to make modifications at any time and without notice, when such modifications are attributable to its suppliers, especially translation errors, printing or transcription errors.

5.2 Technical and commercial documents

Technical and commercial documents produced by the Vendor are for information only and not contractually binding. They impose no obligation on any party. Technical and commercial documents produced by suppliers of the Vendor are done so under their own responsibility and do not represent a commitment by the Vendor.

Article 6 – Design documents

Design documents, recommendations and electrical diagrams are provided free of charge and for information only by the Vendor. They are non-binding and do not represent contractual documents. It is incumbent on the Client or the User to verify the documents under its own responsibility and to ensure that they correspond to the technical requirements of the facility, specifications and other information made available to the Vendor or not.

Article 7 – Formulation and signature of contract of sale

7.1 The signature of a contract of sale implies the full and unlimited acceptance by the Client of these General Terms and Conditions of Sale, whatever terms and conditions may appear on Client documents, except for special conditions accepted and confirmed by the Vendor in writing.

7.2 Due to the specific nature of certain products and/or services, the Vendor reserves the right to impose specific conditions on the execution of a purchase order for the Client.

7.3 The purchase order represents an irrevocable promise to purchase on the part of the Client, who may not transfer the order to another party without the agreement of the Vendor.

7.4 Only acceptance of the purchase order issued by the Vendor has legal effect. The Vendor reserves the right to accept or decline the irrevocable promise to purchase on the part of the Client and to decline to honour orders concerning merchandise not compliant with its standard models or normally held in stock. Acceptance by the Vendor of the irrevocable promise to purchase by the Client is given in consideration of the Client’s legal and financial situation at the time of acceptance and any subsequent alteration to this situation likely to compromise the Client’s observance of its undertaking, shall represent, independently of the compensation potentially enforceable by the Vendor, legal justification for termination as of right of the contract of sale and/or justification for the immediate payment of all sums owed by the Client. If the Vendor does not decline the purchase order within one month of its reception, the purchase order is considered to be accepted.

Article 8 – Cancellation

8.1 By the Client

Partial payment in advance when placing the order shall not entitle the Client to cancel the order and lose this advance payment. If for personal or unforeseen reasons, the Client is obliged to cancel the order, it remains liable to the Vendor for costs already incurred, commissions, administrative costs, costs of sale and lost income. The advance payment made shall be automatically deducted from the amounts due by virtue of this article.

8.2 By the Vendor

Receipt of the advance payment with an order shall not imply that the Vendor renounces its capacity to decline the order. In case of unforeseen events as defined by article 11 below which substantially alter the contract data or content of the delivery, or render it impossible to execute, the contract shall be amended by joint agreement by and between the parties. The Vendor may also terminate the contract with no compensation for the Client, on the condition that it informs the Client immediately even if an extension of the delivery deadline had been agreed.

Article 9 – Price

Unless otherwise agreed in writing, the prices applied by the Vendor are those in effect on the day of delivery or availability. The prices may be subject to amendment, particularly for annual contracts or for merchandise requiring a delivery lead time in excess of two weeks. Prices are given excluding taxes, carriage and packing paid for all orders for a net total above €1500 excluding taxes. Imposing a transport method other than that selected by the Vendor shall imply application of transport costs, in particular in the case of express deliveries. The prices applied by the Vendor are always considered “equipment packaged” and in no event do they include installation or commissioning.

Article 10 – Lead times, delivery, and acceptance

10.1 Delivery of the equipment by the Vendor is imperatively conditional on the full creditworthiness of the Client. If the Client’s solvency is doubtful, in no case is the Vendor obliged to honour the purchase order, even when confirmed in writing.

10.2 Delivery lead times depend on the availability of stocks, the supply lead times applied by Vendor suppliers, the normal transport and customs clearance formalities.

10.3 The delivery lead time starts when the Vendor accepts the written purchase order from the Client, on the condition that the Client has supplied all technical data and documentation required, that it has fulfilled its contractual obligations and made any advance payments required. If the purpose or content of the contract is amended once the order is accepted, the Vendor shall determine a new delivery lead time.

10.4 The Vendor reserves the right to make partial deliveries, resulting in corresponding partial invoicing.

10.5 The Client is required to inspect the merchandise on delivery. Complaints concerning errors in the supply shall only be considered if submitted within eight days of the delivery of the equipment or parts.

Article 11 – Late delivery

11. 1 The Vendor shall as of right be exempted from its delivery deadline obligation in the following cases:

  • if the terms of payment have not been observed by the Client,
  • in the case of a force majeure event or occurrence such as a lockout, strike, epidemic, war, requisition, fire, delayed transport, or any other cause disrupting the Vendor’s production activities or those of its suppliers.

11. 2 The Vendor shall inform the Client of any cases or events referred to above and shall indicate whether the delivery lead time is to be extended or the contract cancelled without prejudice or compensation to either party.

11. 3 In case of delay attributable to the Vendor lasting in excess of four weeks from the date of notification of the Client, the Client shall be entitled to cancel the order without prejudice or compensation to either Vendor or Client; the sole obligation for the Vendor being to repay any advance payments made when placing the order, without interest.

Article 12 – Shipment

Merchandise is shipped at the risk and peril of the addressee or the Client, even if shipping and handling is included in the cost. For issues, missing items, delays, or any errors not attributable to the Vendor, the addressee shall individually submit any claims to the carrier within 48 hours or reception of the delivery.

Article 13 – Equipment exchange or returns

Subject to formal agreement in writing by the Vendor, standard equipment (normally held in stock), for which delivery lead times do not exceed three months, may be returned or exchanged if they are unused and in their original packaging. After this time, no products may be returned. To offset the administrative costs of inspection and reintegration in stock, a 10% fee will be charged on the pre-tax price invoiced at the time of delivery. The equipment must be returned carriage and packaging paid to the Vendor’s head office. Products that have expired or are no longer held in stock cannot be exchanged or returned. The same applies to any specific equipment.

Article 14 – Warranty

14.1 General considerations

The warranty on the equipment supplied by the Vendor is strictly and exclusively limited to that provided by its suppliers and subcontractors concerning the lead time, application and terms of this warranty. In no event shall the Vendor be considered liable for the non-respect of warranty conditions on the part of its suppliers or subcontractors.

14.2 Date of effect of warranty

As the equipment supplied by the Vendor is subject to retention of ownership provisions (see article 17 below), the warranty issued shall only take effect starting on the date of transfer of ownership, i.e. the date of full payment for the merchandise. Prior to this date, no warranty claim may be made against the Vendor.

14.3 Warranty period

The warranty period proposed by the Vendor is limited to twelve months starting on the date of the invoice. Replacement work carried out under the warranty shall not suspend nor extend the warranty period.

14.4 Terms of warranty

The warranty issued by the Vendor is subject to conditions specific to each supplier or subcontractor; no distinct or more substantial recourse may be enacted against it.

14.5 Scope of warranty

The Vendor’s warranty shall apply only to devices it has invoiced. In particular, it shall not apply to instruments, devices and accessories outside the scope of its supply. In no event shall the warranty apply to the facilities where these devices are installed. In all cases, the Vendor’s warranty remains limited to the repair or standard exchange of the device or components identified as defective. All other actions or claims are excluded from the warranty, including but not limited to technician travel costs, repairs of damage caused by third parties, the consideration of lost income, prejudice, or eligibility for compensation. The proof of existence of the defect or flaws is incumbent on the Client, at its own expense and subject to all reservations. The characteristics of the merchandise such as weight, visual aspect, dimensions, and performance listed in quotations, catalogues, prospectuses, and other commercial documents provided by the Vendor are approximative and shall not be used as a basis for a claim under the warranty.

14.6 Termination of warranty

The warranty issued by the Vendor is automatically null and void in any of the following cases:

  • devices are disassembled and/or maladjusted by the user,
  • premature wear or fatigue,
  • damage caused by connection errors or incorrect use of equipment,
  • incorrect assembly or non-observance of the instructions for use or assembly of the equipment (in particular if valves are incorrectly installed, poorly calculated and installed without filters),
  • damage caused by weather and corrosion, floods, storms, voltage surges, fire, and caused intentionally to impair equipment operation,
  • more generally, any failure to maintain or monitor the equipment, engage in usage not compliant with the instructions for assembly and use provided by the equipment manufacturer. Any delay or failure to pay on the part of the Client shall cause the Vendor’s obligations under the warranty to cease immediately. Lastly, the warranty terms are not transferable, in particular if the merchandise delivered is sold on. In no event shall the warranty cover any amount above the pre-tax price of the equipment invoiced.

14.7 Applicable law

Concerning any disputes between the Vendor and the Client relative to the equipment warranty and for all warranty claims aimed at the Vendor’s supplier, the Grenoble Commercial Court shall have sole jurisdiction whatever the location of the equipment installation and the conditions opposed by the Client, especially in its terms of conditions of purchase.

Article 15 – Technical support

The Vendor shall provide the standard diagrams required to connect is devices, free of charge. At the Client’s request, the equipment shall be commissioned by the Vendor, one of its representatives or employees, in consideration for a flat fee determined according to the size of the project, the distance travelled and time spent. The sole mission of the personnel of the After-Sales department appointed by the Vendor is to inspect the use of the equipment, check its assembly, hydraulic and electrical connections, and to make all required adjustments. In no event shall they participate in the assembly or installation of the equipment.

Article 16 – Payment conditions

  • The minimum invoicing amount is €50 excl. tax not including any shipping and handling costs.
  • Trade discounts are only applied on purchases above €75 excl. tax.
  • Single invoices or invoice statements bearing amounts below €100 excl. tax shall only be paid by bank transfer.

16.1 Payment period and location

If the Client does not or no longer has an account with the Vendor, all merchandise is paid for in full before it leaves the Vendor’s site or is shipped COD. If a discount is applied for cash payment, the discount amount is deducted from the pre-tax invoice amount. For other cases, the payment conditions are defined by the Vendor when the account is opened. The Vendor reserves the right to make partial deliveries, with the corresponding partial invoicing.

16.2 Reasons for termination

Any major change in the financial or economic situation of the Client, even after an order is partially executed, shall automatically result in the revision of the payment conditions for the remaining order balance. If credit terms can no longer be granted, the Vendor reserves the right to cease delivery and cancel the order. The non-return within a legal deadline of a commercial paper presented for acceptance may result in the suspension of delivery of all orders in progress.

16.3 Late or missed payment

In case of late or missed payments, the following provisions are applicable:

  • Suspension of preparation and delivery of all current orders,
  • Immediate payment of all outstanding sums,
  • Reversal of any discounts,
  • Late penalties and fees: invoiced automatically without prior notification, applicable from the original due date until the actual date of settlement, at the BCE refinancing rate +7 pts, without affecting the payable nature of the debt,
  • Compensation and moratory interest on all or part of the outstanding sums due on the applicable dates and according to agreed conditions (as compensation and interest, the initiation of any recovery procedure shall incur a charge of 15% of the remaining sum due, in addition to legal costs and statutory interest penalties),
  • Any deferral of a payment or unilateral modification of the payment conditions without the Vendor’s approval shall entitle the Vendor to apply the same provisions as for a failure to make a scheduled payment.

16.4 Total repayment

In case of late or non-payment by the Client, or if the Vendor learns of facts that seriously compromise the financial situation of the Client, without prejudice to the provisions of Article 10, the Vendor may demand the full and immediate repayment of all sums due by the Client, as well as all bank and other guarantees.

16.5 Compensation

In no event may the Client claim compensation or withhold its payments using as a pretext the non-execution by the Vendor of its obligations.

Article 17 – Ownership and penalties

It is expressly agreed that our sales transactions shall only be complete after payment of the full price, including any contractual warranty holdbacks. Until the full price is paid, the equipment shall remain the property of the Vendor at the risks and perils of the Client, who is considered to be the custodian of the equipment until such time (Law 80.335 of 12 May 1980).

Article 18 – Industrial property

Specimens and loaned equipment shall remain the property of the Vendor, who may at any time, request the return of said equipment by registered post, and if necessary, by summary order.

Article 19 – Applicable law

Any dispute or opposition occurring in the application of these general terms and conditions of sale between the Vendor, its suppliers, and the Client, shall be expressly assigned to the sole jurisdiction of the Grenoble Commercial Court.

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