Article 1: GENERAL PROVISIONS
Any order placed with COMBUSTION TECHNOLOGIES implies the Buyer’s acceptance of these general terms and conditions of sale and a waiver on their part of their own general terms and conditions of purchase, including trade union terms and conditions. Such acceptance shall be deemed to have taken place if no objection is raised by the Buyer within 10 days. The prices and information contained in catalogues, leaflets and price lists are not binding on COMBUSTION TECHNOLOGIES, which reserves the right to make any changes.
COMBUSTION TECHNOLOGIES shall only be bound by any commitments that may be made by its representatives or employees subject to COMBUSTION TECHNOLOGIES’ approval. Such approval shall be confirmed by an order acknowledgement sent to the Purchaser, subject to satisfactory credit references, and shall be deemed to have been granted if COMBUSTION TECHNOLOGIES does not raise any objection within 15 working days of receipt of the order.
Any objection shall be notified to the Purchaser within the same timeframe. The contract of sale shall only be concluded subject to COMBUSTION TECHNOLOGIES’ acceptance of the Purchaser’s request.
Article 2: DELIVERY TIME
Delivery times are determined on the basis of the information provided to COMBUSTION TECHNOLOGIES on the date of the order. Under no circumstances shall a delay in delivery give rise to any compensation.
COMBUSTION TECHNOLOGIES is automatically released from any obligation regarding delivery times
:
- where the Buyer has failed to comply with the terms of payment
- in the event of force majeure
- in the event of a shortage of raw materials.
Article 3: PRICES
COMBUSTION TECHNOLOGIES’ prices are quoted ex-works, either in French francs excluding tax, in euros excluding tax, or in another currency.
They may be revised in the event of a significant and sudden increase in the price of raw materials. The terms and conditions for such revisions shall be set out, where applicable, in the special terms and conditions.
Article 4: TRANSPORT AND DELIVERY
Regardless of the mode of transport, shipment is carried out under the express responsibility of the Purchaser.
All operations relating to transport, insurance, customs, duties, handling and delivery to the site are at the Buyer’s expense and risk, and it is the Buyer’s responsibility to check the consignments on arrival and, where appropriate, to pursue claims against the carriers.
In the event of delivery by COMBUSTION TECHNOLOGIES, the Buyer is required to make any reservations upon delivery. These reservations shall be recorded on the delivery note. No subsequent claims will be considered.
In the event of collection by the customer from COMBUSTION TECHNOLOGIES, the products are deemed to have been inspected at the time of collection. Under no circumstances shall the collection of goods by the Purchaser give rise to a transport credit note.
Each delivery is accompanied by a delivery note detailing the products delivered. The Purchaser must notify COMBUSTION TECHNOLOGIES without delay of any discrepancies found.
In the absence of any reservations, deliveries by COMBUSTION TECHNOLOGIES shall be deemed to have been made at the time of receipt, correctly and in accordance with the delivery note.
Article 5: RETENTION OF TITLE AND PAYMENT
5.1 – Retention of title
The transfer of ownership of the goods sold is conditional upon the Buyer’s payment of the price on the due date or due dates in accordance with the Act of 12 May 1980. However, the risks are transferred upon delivery.
By express agreement, COMBUSTION TECHNOLOGIES’ sales contracts are always concluded subject to the condition subsequent of full payment by the Buyer on the due date or due dates specified.
5.2 – Resale or use
The goods remain the property of the seller until full payment of their price has been made. By way of mere tolerance, COMBUSTION TECHNOLOGIES hereby authorises the Buyer to resell the specified goods, provided that the Buyer settles, upon resale, the full amount of the outstanding price; the corresponding sums are hereby pledged in favour of COMBUSTION TECHNOLOGIES in accordance with Article 2071 of the Civil Code, the Buyer becoming merely
a custodian of the price.
5.3 – Payment
Payment shall be made in accordance with the terms specified at the time of ordering.
In the event of payment by accepted bill of exchange, the Purchaser is required to return the acceptance within eight days of receiving the invoice or the relevant statement.
In the case of cash payment by cheque, the Buyer is required to make payment upon receipt of the invoice. In such cases, no further deliveries may be made until the bill of exchange or cheque has
been received by COMBUSTION TECHNOLOGIES.
Invoices for spare parts are to be settled in accordance with the terms stated on the invoice.
Invoices for amounts under €500 (including VAT) are payable in full, plus an administration fee of €50 (including VAT).
Should payments not be made by the dates agreed between the parties, COMBUSTION TECHNOLOGIES reserves the right to reclaim the goods delivered and, at its discretion, to terminate the contract. All costs of any kind associated with this repossession shall be borne by the Purchaser.
The handing over of a bill of exchange or any other document creating an obligation to pay shall not constitute payment within the meaning of this provision. Notwithstanding any previous agreements, any outstanding sums shall become immediately due and payable should any payment fail to be made by the agreed date.
Any delay in payment of more than 8 (eight) days beyond the agreed due dates, or any suspension of payments in any form whatsoever, shall result – regardless of the agreed method of payment and without prior notice – in:
- the return of the equipment to COMBUSTION TECHNOLOGIES
- the right to retain any advance payments made, up to a maximum of 40 per cent of the sale price;
- the right of COMBUSTION TECHNOLOGIES to suspend the fulfilment of any other orders that may have been accepted, notwithstanding any claim for damages.
The same delay shall, following a formal notice sent by registered letter with acknowledgement of receipt which has remained unheeded for eight days, result in:
- late payment interest at a rate of one and a half times the statutory interest rate in force on the total amount of the debt (including VAT), from the contractual payment date until the date of payment.
In France, interest charged is subject to VAT at the applicable rate.
- a contractual penalty of 12 per cent of the amount of the debt, including VAT, with a minimum of €500, in the event that the Buyer’s default has forced COMBUSTION TECHNOLOGIES to initiate pre-litigation proceedings.
- the invoicing of costs of any kind incurred by COMBUSTION TECHNOLOGIES or charged to it.
Article 6: WARRANTIES
6.1. Conditions for invoking the warranty
COMBUSTION TECHNOLOGIES products are guaranteed for twelve months from the date of commissioning by the user and only at the original place of delivery. The date of commissioning shall be that stated on the warranty card or, failing that, the date of delivery of the machine to the end purchaser. The warranty is limited to the replacement of parts recognised as defective by the COMBUSTION TECHNOLOGIES technical department.
The replacement, repair or adjustment of a defective part shall not result in any extension of the term originally set for the duration of the warranty. Electrical level control and speed control equipment are excluded from the warranty. Any warranty claim must be accompanied by the defective part and must state the machine number and the date of commissioning.
Unless a hidden defect is proven, wear-and-tear parts are excluded from the warranty. Any abnormal use of the equipment, any modification made to the equipment by an unauthorised person acting without the consent of COMBUSTION TECHNOLOGIES, or the use of non-original spare parts, will result in the loss of the right to the warranty. In order to invoke these provisions, the Purchaser must notify COMBUSTION TECHNOLOGIES of the delay and, in writing, of the defects they attribute to the product, and provide full evidence to substantiate these defects.
The Buyer must provide COMBUSTION TECHNOLOGIES with every facility to ascertain the existence of such defects and to remedy them.
In all cases, the equipment sold by COMBUSTION TECHNOLOGIES is designed on the basis of the parameters known to COMBUSTION TECHNOLOGIES on the date of the quotations, and which are set out in those quotations. It is the Buyer’s responsibility to verify these and to inform COMBUSTION TECHNOLOGIES in the event of any error, omission or misinterpretation of these parameters.
6.2. Sale of equipment to specification
COMBUSTION TECHNOLOGIES is only liable for the conformity of its product with the specifications set out in its quotations or technical data sheets, which are available on request.
The Purchaser remains responsible for the choice of product and for ensuring that the machine is suitable for the result expected by the Purchaser or their own customer. The Purchaser is responsible for its proper use in accordance with best practice and regulations. Under no circumstances shall COMBUSTION TECHNOLOGIES be liable for the final result. It is the responsibility of the reseller-Purchaser to advise their own customer on the correct use of the product. COMBUSTION TECHNOLOGIES stands ready to assist the reseller-Purchaser in this task to the best of its knowledge and experience.
6.3. Sale of complete installations
COMBUSTION TECHNOLOGIES’ quotations are drawn up on the basis of the information provided by the Purchaser. COMBUSTION TECHNOLOGIES’ obligations are those accepted at the time of the order, based on the information made available to COMBUSTION TECHNOLOGIES at that time. COMBUSTION TECHNOLOGIES shall not be held liable for any changes to the contractual parameters during use that fall outside the specified tolerances.
6.4. Servicing outside the warranty period
Any servicing or replacement of parts carried out outside the warranty period by COMBUSTION TECHNOLOGIES’ after-sales service will be subject to an initial quotation. The cost of the technician’s travel shall be borne by the purchaser.
6.5. Force majeure
COMBUSTION TECHNOLOGIES shall be released from its contractual obligations in the event of force majeure. The following shall be contractually deemed to constitute force majeure and shall constitute grounds for the termination or suspension of COMBUSTION TECHNOLOGIES’ obligations without recourse by the Purchaser: force majeure events affecting COMBUSTION TECHNOLOGIES’ production and storage, total or partial disruption of supply, failure on the part of the carrier, fire, flooding, machinery breakdown, total or partial strikes, administrative decisions, acts of third parties, war and any external event that is likely to delay, prevent or render the performance of
COMBUSTION TECHNOLOGIES’ obligations economically prohibitive.
6.6 Accompanying documents
All accompanying documents (maintenance instructions, user manuals, etc.) are included with the delivery and are listed on the delivery note. The Purchaser must notify COMBUSTION TECHNOLOGIES without delay in the event of any missing items; COMBUSTION TECHNOLOGIES undertakes to supply the missing items within 48 working hours. If no complaint is made in this regard, all documents shall be deemed to have been delivered to the Purchaser, who must comply with them.
Article 7: EQUIPMENT ON CONSIGNMENT OR FOR DEMONSTRATION
Acceptance of the equipment by the consignee constitutes acceptance of COMBUSTION TECHNOLOGIES’ general terms and conditions of sale, as well as the specific provisions relating to the consignment.
In addition to the provisions of Article 4 above, where equipment is placed on consignment by COMBUSTION TECHNOLOGIES, the consignee undertakes:
- to bear the costs of return transport and handling incurred in relation to the equipment concerned;
- take all necessary measures to ensure the proper storage and maintenance of the equipment;
- not remove any parts without the written authorisation of COMBUSTION TECHNOLOGIES.
- to bear all costs of repairing any damage the equipment may sustain whilst in storage;
- to return the said equipment to COMBUSTION TECHNOLOGIES upon simple request, or upon expiry of the period specified at the time of storage;
- not to dispose of the equipment in any form whatsoever without the prior written consent of COMBUSTION
TECHNOLOGIES;
- to insure the equipment deposited as ‘Entrusted Property’ with a reputable and solvent insurance company and to provide COMBUSTION TECHNOLOGIES, upon request, with proof of such insurance; the cover must be taken out for an amount at least equal to the value of the equipment;
- to take out, at its own expense, any insurance it deems necessary in relation to the deposited equipment.
In the event of use for demonstration purposes, the custodian shall be solely responsible for the conditions of the demonstration and the use of the machine. Under no circumstances may the custodian, without the prior written authorisation of COMBUSTION TECHNOLOGIES, use the machine for any purpose other than demonstration, nor entrust it to any third party for any purpose whatsoever.
If, upon expiry of the specified return period, the equipment has not been returned to COMBUSTION TECHNOLOGIES, the latter shall be entitled either to reclaim it or to invoice the depositor for it. Such invoicing shall be subject to the standard terms and conditions of sale.
Should the equipment be returned in poor condition, COMBUSTION TECHNOLOGIES shall, at the depositor’s expense, carry out the necessary repairs. COMBUSTION TECHNOLOGIES shall invoice the depositor for these costs.
Article 8: On-site Installation
8.1. Where the equipment supplied requires installation, COMBUSTION TECHNOLOGIES shall only be liable for its commissioning and operation if the installation is carried out by its own staff or under its supervision. The specific conditions for installation and commissioning are set out at the end of each of our quotations, even where a fixed price is quoted.
8.2. The following are never included:
Connections for water, electricity and compressed air; connections for measuring, recording and analysing instruments, etc., unless otherwise specified. Water drainage systems, ventilation ducts and chimneys, unless otherwise specified.
The provision of the handling equipment required for the installation and assembly of the equipment (lifts, etc.). Civil engineering works, drilling and filling of holes in walls and slabs. Cutting and repairing roof waterproofing, fitting lintels, etc.
8.3. The following shall always be at the purchaser’s expense, without this list being exhaustive:
The erection of safety barriers around construction sites and the erection of scaffolding. The provision of secure or lockable premises for the storage of equipment, raw materials and tools.
The supply of electricity and compressed air. Site lighting.
8.4 Inability to carry out work
Any time lost by our fitters as a result of various work interruptions for which the purchaser is responsible shall be invoiced in accordance with our time-and-materials rates, including surcharges for overtime.
Article 9: INSURANCE AND LIABILITY
9.1 Transfer of risk
If the installation is carried out by COMBUSTION TECHNOLOGIES or a subcontractor of COMBUSTION TECHNOLOGIES, the transfer of risk takes place upon signature of the final installation report. If the installation is not carried out by COMBUSTION TECHNOLOGIES or a subcontractor of COMBUSTION TECHNOLOGIES, the transfer of risk takes place on the day of delivery.
9.2. Insurance
COMBUSTION TECHNOLOGIES is insured against all the usual risks associated with its business and at the standard level for the industry. It makes valid insurance certificates and cover schedules available to its customers. By express agreement, which constitutes a material term of the contract, the Purchaser waives any claim of any kind whatsoever in excess of COMBUSTION TECHNOLOGIES’ insurance limits.
Article 10: SPECIAL TERMS AND CONDITIONS
These general terms and conditions of sale do not preclude the application of any special terms and conditions of sale.
Article 11: GOVERNING LAW AND JURISDICTION
French law applies to sales by COMBUSTION TECHNOLOGIES and to any related agreements. The Buyer’s orders are placed on the express condition that, in the event of any dispute relating to the supplies and their payment, the Commercial Court of SAINT NAZAIRE shall have exclusive jurisdiction, to the exclusion of any other court designated by the Buyer, even where there are multiple defendants.
All documents must be drawn up in French.