ARaymond Industrial 1
GENERAL TERMS AND CONDITIONS 7.6 - Transport lead
-times It is the responsibility of the customer to take into account the transport lead times in the scheduling. Consequently, the Customer shall be aware of the Shipping Date of its Goods. In all cases, ARAYMOND INDUSTRIAL liability as regards the estimated lead time for the means of forwarding supplied by the carrier shall be limited to the terms and conditions of the C.M.R. 7.7 - Routing Order When the customer is responsible for the transport ARAYMOND INDUSTRIAL is not obliged to deal with the forwarder. Nevertheless, in order to have a smooth way of working ARAYMOND INDUSTRIAL recommends receiving a routing order at least 1 week before the first shipment. Announcements will only be done E-Mail without using any Web portal. It is expressly agreed that ARAYMOND INDUSTRIAL does not have any obligation to remind or to warn the Forwarder; therefore ARAYMOND INDUSTRIAL will not assume any responsibility in this respect. 7.8 - EXW deliveries management In the case of EXW-deliveries which are packed and announced and are not collected within 2 weeks from the date of announcement to the Customer/forwarder, the Customer Service Department will warn the Customer in written form that from a specified date onwards the delivery will be returned to stocks, parts will be subject to being unsold and replenishment lead time will come into effect. Furthermore, occurring costs for the additional handling will be charged to the Customer. The delivery will be cancelled and the Customer has to send a new order. 7.9 - Checking of the products The Customer must, at its expense and under its responsibility, check or make check the product’s conformity to the SPECIFICATIONS Drawing at the delivery time. Any claim based on defects of quantity, quality or internal defects of the products shall be made in a written notice to ARAYMOND INDUSTRIAL within the deadlines specified in Articles 336 and 342 of the Commercial Code. 7.10 - Reception The Customer is required to carry out the Legal Acceptance of the Products by which it acknowledges said Product’s conformity to the SPECIFICATIONS Drawing. The Legal Acceptance is deemed as recognition of the absence of visible defects. 7.11 - Non-conformity It is hereby reiterated that, in the event of non-conformity of the delivery, with the exception of lead-times, the Delivery Documents signed by the Customer shall include all the usual reservations. For any or all claim for nonconformity, it is expressly agreed that only ARAYMOND INDUSTRIAL customer service shall be authorized to handle such claims. Consequently, the Customer shall inform customer service by written notice. It is hereby further reiterated that no return of Goods shall be accepted prior to acceptance of the ARAYMOND INDUSTRIAL customer service. Failure to comply with this procedure shall lead to refusal and the return of the Goods at the Customer’s expense. It is also hereby reiterated that the costs related to a logistics claim duly noted by the Customer shall be subject, on the one hand, to notice by mail sent to the Customer Service Department, and, on the other hand, to the written agreement of ARAYMOND INDUSTRIAL, which shall be deemed as acceptance of any or all expenses in respect of this claim. 7.12 - Handling and storage The Customer shall respect the recommendations relating to storage and handling including, but not limited to, reconditioning of pallets, change of conditioning by the non-utilization of the products fallen on the ground, or the inventory turnover to ensure the availability of the last index in force of the modification of the Products. 8 - Packaging & Palletizing 8.1 - Identification Identification labelling complies with the conditions of the Odette recommendations. 8.2 - Packaging Parts will be delivered in the Standard Packaging. Should the Customer wish to use another packaging this has to be agreed upon before the first delivery between ARAYMOND INDUSTRIAL and the Customer. Additional costs which occur due to the usage of the specific packaging shall be borne by the Customer. It is expressly agreed ARAYMOND INDUSTRIAL will not provide one pallet per reference except if ARAYMOND INDUSTRIAL expressly agrees in writing to derogate. ARAYMOND INDUSTRIAL cannot guarantee the stackability of the pallets. Due to variations specific to the product itself and technical tolerances for counting, measurement and/or weighing equipment, the number of products placed inside each packaging unit (PU) may vary upwards or downwards compared to the anticipated nominal quantity. Consequently, variations of quantities by (+) or (-) 6 % compared to the packaging unit (PU) are considered acceptable within the industrial sector. Therefore, despite such variations, the Supplier shall be considered to have fulfilled his obligations in terms of fulfilling the order and therefore, in this regard, no complaints will be accepted. 9 - Safety Stock/Consignment Stock 9.1 - The parties agree that ARAYMOND INDUSTRIAL in general will not constitute a safety stock. 9.2 - The parties agree that ARAYMOND INDUSTRIAL in general will not constitute a consignment stock. 10 - Case of hardship and force majeure 10.1 - Clause of hardship The Parties recognize that the ARAYMOND INDUSTRIAL offer constitutes a reasonable and equitable basis of their co-operation. If the data on which this contract is based are modified with the result that ARAYMOND INDUSTRIAL encounters serious and unforeseeable difficulties (for example but not limited to the following, significant increases in raw material’s prices …), then ARAYMOND INDUSTRIAL, after prior written notification, will make the adjustments, which are necessary in consequence of the circumstances and which were not reasonably foreseeable at the time of the Offer, in order for the contract to be balanced. 10.2 - Force majeure The occurrence of an event of force majeure will lead to the suspension of ARAYMOND INDUSTRIAL’s obligations with regard to the Customer. However ARAYMOND INDUSTRIAL will inform the Customer as soon as possible of the occurrence of a case of force majeure. ARAYMOND INDUSTRIAL will endeavor to remedy the situation, which has thus arisen, as soon as reasonably possible. It is expressly agreed that the Parties shall meet in order to agree as to the postponement of ARAYMOND INDUSTRIAL’s obligations, which are affected by the event of force majeure, and to the rescheduling of the instalment schedule. Should this event continue for a period longer than 10 calendar days, and in the absence of an agreement 15 days following notice of the occurrence of the event of force majeure, either Party may terminate the contract without prior notice. Pursuant to this contract, it is expressly agreed that events of force majeure shall be, in particular: the occurrence of incidents, as upheld by effective legislation or by case law, but also strikes or other blocking labor unrest, paralyzing bad weather, blocking road accidents or incidents, fires, shortage of raw materials, or generally, the fact, in spite of all due care taken, of not being able to make the delivery in accordance with the instalment dates as a result of a ban on, or non-receipt, of carriage authorizations by the relevant authorities for all the plants concerned by the issuance. 11 - Establishment of the price The valid prices are indicated in the offer or in the annual agreed price list with the customer. In case of specific deals or conditions or price deviations ARAYMOND INDUSTRIAL will issue a new quote mentioning the latters. The price corresponds exclusively to the products and services specified in the Offer. The payments are made in Euros unless specific provisions in the contract. 12 - Payment 12.1 - Term of payment DISCLAIMER © *RAYGROUP SASU, 487947483 RCS Grenoble – 113 Cours Berriat - 38000 Grenoble has designed this communication material. ** “ARaymond Network” means a network of companies which have a license of use of ARAYMOND™. This catalog is provided for information purposes only and does not constitute an offer or an agreement. ARAYMOND INDUSTRIAL S.L makes no warranty or representation whatsoever, express or implied, including but not limited to the accuracy, reliability, novelty, completeness, fit for a particular purpose or merchantability of the information contained in it. If you need further information, please contact ARAYMOND INDUSTRIAL S.L. www.araymond-industrial.com 117 Unless otherwise expressly agreed in a specific agreement, payments are made in accordance with the payment terms as stated in the Offer. Any negotiation of compensation due to the change of payment term is prohibited. The dates of payment agreed upon in the contract shall never be unilaterally reconsidered by the Customer for whatever reasons, even in the event of litigation. The advance payments are made without discount, unless otherwise agreed in a specific agreement. 12.2 - Delay of payment Any delay in payments will lead to the application of interests which is equal to the interest rate set out in Article 7 of Ley 3/2004 of December the 29th. At ARAYMOND INDUSTRIAL ’s sole discretion, any delay in payments within due date will lead ARAYMOND INDUSTRIAL to withhold shipment of products, institute new terms of payment, cancel any order and ARAYMOND INDUSTRIAL will not be liable for direct or indirect consequences arising form such actions. . In addition, ARAYMOND INDUSTRIAL shall be entitled to obtain reasonable compensation from the Customer for any recovery costs exceeding that fixed sum and incurred due to the Customers’ late payment. 12.3 – Modification of Customer’s situation In the event of deterioration of the Customer’s situation noticed by a financial institution and attested by a significant delay in payments or when the financial position differs appreciably from the given data, the delivery will have place only in consideration of renegotiated terms of payment. In the event of delay in payments, ARAYMOND INDUSTRIAL has a right of retention on the manufactured products and its accessories. In the event of sale, of transfer, of handing-over in security or in the event of capital invested of his goodwill, or of a significant part of his assets or of his material by the Customer, also in the event that the bill did not return with acceptance within the seven days following its sending, ARAYMOND INDUSTRIAL reserves the right without injunction: - to pronounce the termination of the contractual term and consequently the immediate payment of the sums still due - to suspend all shipments - to note on the one hand the annulment of all the current contracts and to practice on the other hand the retention of the received down payments, the held tooling and parts, until the determination of the possible indemnity. 12.4 - Compensation of the payments The Customer undertakes not to engage into any illicit debiting or crediting or not to invoice ARAYMOND INDUSTRIAL for any amount that has not been expressly acknowledged by the latter as being its responsibility. Any automatic debit shall constitute an outstanding payment and shall give rise to the application of the provisions of Article 10.2 with respect to delay in payments. 12.5 - Reservation of title ARAYMOND INDUSTRIAL keeps full ownership of the properties that are the subject of the contract until the effective payment of the entire price in principal and ancillary amounts. The non-payment of any of the due date could lead to the claim of these products. However, as of delivery, the Customer assumes liability for any damages that these properties could suffer or cause. 13 - Responsibility/Liability 13.1 - Definition of ARAYMOND INDUSTRIAL’s liability ARAYMOND INDUSTRIAL’s responsibility is strictly limited to complying with the SPECIFICATIONS Drawing. Indeed, the Customer, as a professional in his field of competency, shall be able to define with precision the specifications according to his own industrial data or data of his Customers and consequently shall be able to appreciate that the SPECIFICATIONS fully corresponds to its expectations. ARAYMOND INDUSTRIAL shall not be liable: - for defects resulting from materials furnished by the Customer, - for defects resulting from design carried out or recommended by the Customer, - for defects that result partially or completely from normal wear and tear of the product, damages or accidents attributable to the Customer or to a third party, - in the case of abnormal or atypical use or use that is inconsistent with the product’s intended use, industry practice, or ARAYMOND INDUSTRIAL ’s advice or recommendations, in case of loss of traceability of the product by the Customer. - If the Customer refuses to participate in a product recall, whether initiated internally or imposed by authorities, it will indemnify and hold ARAYMOND INDUSTRIAL harmless against any expense, claim or legal action resulting from any delay or failure to conduct the recall. 13.2 - Limitation of ARAYMOND INDUSTRIAL’s liability ARAYMOND INDUSTRIAL ’s liability shall be limited to direct material damages caused to the Customer that result from fault attributable to ARAYMOND INDUSTRIAL in implementing the contract. ARAYMOND INDUSTRIAL shall not be required to compensate harmful consequences due to the faults of the Customer or of third parties in connection with the implementation of the contract. ARAYMOND INDUSTRIAL shall not be liable for damages resulting from the Customer’s use of technical documents, information or data from the Customer or imposed by the latter. Under no circumstances will ARAYMOND INDUSTRIAL be required to compensate immaterial or indirect damages, included but not limited to: losses in productivity, losses of chance, losses of benefit, commercial damage, shortfall, punitive damages. If penalties and compensations planed were agreed by mutual agreement, these penalties and compensations have the value of fixed compensation, are in full discharge and are exclusive of any other sanction or compensation. ARAYMOND INDUSTRIAL’s civil liability, all causes taken together except for personal injuries and for gross misconduct liability, is limited to the amount of the selling price of the batch to which belongs the non-conform product. The Customer guarantees waiver of remedy by its issuers or third parties in a contractual relationship with it, against ARAYMOND INDUSTRIAL or its insurers that is above and beyond the aforementioned limits and exclusions. Notwithstanding anything contained in this agreement or any other document, Supplier’s liability shall not exceed insurance coverage taken by the Supplier. 14. Termination 14.1 - Supplier’s right to terminate for Breach Supplier reserves the right to terminate all or any part of the order, without any liability of Supplier to Customer or any other third party if Customer repudiates, breaches, or threatens to breach any of the terms. 14.2 - Supplier’s right to terminate for Convenience In addition to any other rights of Supplier to terminate all or any order, Supplier may, at its option, immediately terminate all or any part of the order at any time and for any reason by giving written notice to Customer. 15 - Amicable resolution of disputes All disputes, controversies or differences that may arise between the parties hereto, out of or in relation to or in connection with contractual relationship or for the breach thereof, shall be settled amicably through negotiations in good faith. 16 - Applicable law - Attribution of jurisdiction In the absence of amicable agreement, it is expressly agreed that any dispute relating to the contract shall be subjected to the Spanish law and shall be of the exclusive competence of the commercial Court of ARAYMOND INDUSTRIAL’s headquarter, even in the event of appeal and of plurality of defendants. 17 – Miscellaneous In the event that any clause of these Terms and Conditions or other elements of the contract should be or become invalid this shall not affect the validity of the remaining clauses. None of the terms or conditions of these Terms and Conditions shall be deemed or construed to have been waived by any Party unless such waiver is set forth in a written instrument properly signed by such Party.