GENERAL TERMS OF SALE
The present Conditions of Sales will apply to all sales made by OLDHAM SAS (“OLDHAM SAS”) and will prevail over any conflicting conditions that a customer (“customer”) from OLDHAM SAS may attempt to enforce, including the customer’s General Conditions of Purchase, except as agreed in writing and signed by OLDHAM SAS and the Customer.
- MODIFICATIONS OF GENERAL TERMS OF SALE
These General Terms of Sale cannot be amended verbally.
All orders will be considered legally binding as soon as OLDHAM SAS has dispatched the order acknowledgement. An order accepted by OLDHAM SAS can only be modified if agreed in writing and signing by OLDHAM SAS and only if the conditions enable OLDHAM SAS to compensate against any loss or prejudice it might suffer from. The order is personal to the purchaser and cannot be transferred or ceded without the writing and signing agreement of OLDHAM SAS. Any item/product or service that would not be specified on the order due to failure or inaccuracy of information given by the customer, additional works, studies, samples, prototypes, design and experimental works customer initiated or according OLDHAM SAS advice will be invoiced as additional services to current tariff. Pricing of products or services or any condition that can be applied to services can be modified at any time by OLDHAM according to the average increase of their cost. Alignment will be done monthly following notification to the customer.
Any delivery is defined by reference to ICC Incoterms (2010). Deliveries in Metropolitan France - unless otherwise stated on the order – are shipped [EX WORK, unloaded, our warehouse in Arras – France] and picked up within three (3) calendar days from notification of readiness for shipment. Outside Metropolitan France - unless otherwise stated on the order – goods are shipped [FCA loaded, our warehouse in Arras – France]. In such a case, the Customer will have to pick up the goods according to the notification terms or at the latest within [three (3)] calendar days from the notification. Goods, even when sold free of charge, travel at customer’s risk. The Customer will have the liability to take any action required against the carrier. Partial deliveries are accepted, unless means of payment negotiated through banks exclude it. OLDHAM SAS reserves the right - in case of partial delivery - to invoice additional freight charges. Delivery times given are given on an indicative basis. Delay in delivery will not result in the modification of the present General Terms of Sales nor in the payment or deduction of damages nor in the re-imbursement of sums already paid to OLDHAM SAS. Without prejudice measures to be taken towards the carrier, claims for defects or non-compliance of the product delivered with the ordered goods or packing slip must be specified within 8 days upon receipt in writing a registered letter with acknowledgment of receiving. The customer must prove defects or differences and enable OLDHAM SAS or its representative to examine and remedy them. Services such as commissioning or technical assistance, including equipment commissioning by an agent or a subcontractor designated by OLDHAM SAS, are done subject to customer’s reasonable instructions, the delivery time, agents or subcontractors’ availability and works done by these ones only under their own liability.
- DELAY OR DEFAULT IN PAYMENT
Invoices are payable at the expedition of the material. However, in case of report on time agreed by OLDHAM SAS, the non-payment of any sum when due appearing on the invoice, will result in the application of penalties in an amount equal to three times the legal interest rate. These penalties are to be paid upon simple request submitted by OLDHAM SAS. In the event of non-payment within 48 hours upon a formal notice of a default of payment has remained without effect, the sale will be automatically cancelled at the absolute discretion of OLDHAM SAS and the vendor may institute summary proceedings to request the return of the goods, without prejudice to any other damages. OLDHAM SAS can cancel or suspend any order in progress. In addition, in the event of non-payment of one invoice by the due date the vendor reserves the right to consider all outstanding invoices immediately due and payable.
Guarantee is limited to the replacement of defective goods, provided that the defects arise from a manufacturing error. In case of defects, the only contractual obligation for OLDHAM SAS will be, at its only discretion to (i) replace the products or correct the non-conformities of services - any freight charges, personal displacement or transfer on site charges, equipment dismantling or reinstallation charges will be charged to the Customer or (ii) issue a credit note for noncompliant or undelivered services. In the event of OLDHAM SAS’ liability should be instituted before an arbitror or in court, OLDHAM SAS shall not be held liable for any indirect loss or damage it might result from. In any event, OLDHAM SAS’ liability is always limited to the amount of products or services.
- ORDER CANCELLING – RETURN
In event of a return, OLDHAM SAS will apply a discount for any use - effective or not - on the initial invoiced amount. For any return of new equipment (unpacked) returned to OLDHAM SAS within one (1) month, the discount will correspond to 15% of the material amount invoiced. In any other case, the discount will be determined by OLDHAM SAS after expertise.
- RESALE OF GOODS
The customer can resale delivered goods in ordinary course of business affairs. However, the customer shall assign all receivables in its favor to the Vendor when goods are sold on to third party purchasers.
- OWNERSHIP RESERVE CLAUSE
Our goods are sold with an ownership reserve which covers the full payment of the goods, its delivery and its installation. Any possible advance payment/deposit will be considered as allowance on termination of contract.
- SETTLEMENT OF DISPUTE
The law applicable to the present General Terms of Sales or subsequent contract is the French law. The Customer agrees to prior submit any dispute arising regarding orders or contracts to the mediation of CMPA (website: http://www.cmap.fr) in Paris for a maximal period of one (1) month. Any dispute relative to the present sale, - even in the event of an action to enforce a warranty or in the event that there are several defendants - shall, failing mutual agreement, be submitted to the exclusive jurisdiction of the Commercial Court of Lille, France.
- ADDITIONAL FLAT-RATE ALLOWANCE FOR RECOVERY COSTS
In the event of an order late payment, a 40 (forty) € (euros) additional flat-rate allowance will automatically be added to late penalty fees to repay to creditor.
- CASH DISCOUNT CONDITIONS
Cash discount is according to a purchaser in case of anticipated payment. OLDHAM SAS can apply a discount for cash payment up to 1% that, as it is offered to all customers, has to be mentioned in payment conditions. This cash discount also has to appear on invoices.