ORDER FORM
The Seller is only liable to the Buyer for commitments made with them as set forth in these terms and conditions of sale. In particular, the Seller shall not be held liable for commitments made by its agents to the Buyer outside of these terms of sale.
Any production or purchase will only be launched after formal acceptance of the quotation by the Customer.
1.1 Order modification and cancellation
Orders may only be cancelled or modified within 24 hours of receipt and with the Supplier’s express agreement.
Any request for cancellation or modification of order(s) must be made in writing by the Customer and formally accepted by the Supplier.
In the event of an order modification accepted by the Supplier, new delivery times and prices will be communicated to the Customer.
In the event of cancellation of the order by the purchaser, for any reason whatsoever, OberA shall be entitled to compensation for the costs incurred.
This compensation will be at least as follows:
– 20% of the total amount of the order in the event of cancellation between 0 and 5 calendar days
– 30% of the total amount of the order in the event of cancellation between 6 and 10 calendar days
– 80% of the total amount of the order in the event of cancellation more than 10 calendar days
-100% of the total amount of the order in the event of cancellation after the goods have already been delivered
DELIVERY
2.1 Delivery costs
Delivery costs are specified in the offer made to the Customer.
2.2 Receipt of goods
The Client shall, upon taking possession of the packages, inspect them in the presence of the carrier. Even if the packaging appears intact, in the event of damage, missing items, or substitution, these observations must be recorded in the carrier’s logbook, and these reservations must be confirmed by the Client within three days of receipt, by registered letter addressed to the carrier (Article L133-3 of the Commercial Code). It will be the Client’s responsibility to pursue recourse against the carrier in case of missing items, damage, or delays, while communicating to OBERA the information regarding the observed damage and the documents justifying the reservations/recourse.
2.3 Delivery times
The delivery time indicated on the order acknowledgment is indicative. Failure to meet indicative delivery times cannot, under any circumstances, lead to the payment of late penalties, damages, or the cancellation of the order.
In the event of force majeure (strikes, unrest, war, etc.), the Supplier is automatically released from its obligations: any claim for damages will therefore be inadmissible.
2.4 Material return
Products may be returned only after our prior written agreement. In all cases, returns of spare parts, accessories, or products that have been used or no longer have their original packaging will be refused. Round-trip shipping costs are the responsibility of the client. For any return or recovery at the client’s request and after acceptance by OberA, a 20% reduction is applied for administrative costs.
2.5 Return of equipment following the provision of rental or test equipment
At the end of the test or rental period, the equipment must be returned to OBERA. It is the lessee’s responsibility to maintain the equipment in good and clean condition. As such, the lessee must return the equipment clean and in perfect condition. All equipment made available to the lessee must be returned in its original packaging or equivalent packaging: always on a pallet, protected, filmed, strapped/banded, and wedged.
PAYMENTS
3.1. Payment Terms
Invoices are issued at the rate in force on the day of equipment delivery and are payable net 30 days from the delivery date, unless a specific agreement signed by the Supplier and the Client is specified on the order acknowledgment. Payment is deemed to have been made on the date the funds are made available by the Client to the beneficiary or their subrogee.
No discount will be granted for early payment.
The payment terms agreed upon with the Client cannot be delayed under any pretext. In the event of non-payment on any due date, or in case of sale, transfer, pledging, or contribution to a company of the Client’s business assets or equipment, all sums due by the latter shall become immediately payable by right. The Supplier reserves the right to suspend the execution of recorded orders.
3.2. Late payment penalties and recovery costs
Without prior reminder or formal notice, any sum not paid on the due date will be automatically increased by the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 20 percentage points (Article L.441-6 of the French Commercial Code).
In addition to these penalties, the Client in a situation of late payment shall automatically owe the Supplier a flat-rate indemnity for recovery costs amounting to €40 (Decree No. 2012-1115 of October 2, 2012). The Supplier may request additional compensation, with justification, if recovery costs exceed the aforementioned flat-rate amount.
3.3. Partial Payment and Dispute
In the event of a dispute between the Supplier and the Customer concerning an item on the invoice, the Customer undertakes to pay the Supplier the entire amount of the invoice not in dispute.
3.4. Penalties set by the Client
The payment of penalties set unilaterally by the Customer may not be claimed from the Supplier without its prior express agreement to the terms and conditions of said penalties.
3.5. Compensation
The customer is prohibited from offsetting receivables.
3.6. Absence of retention guarantee.
The Client is prohibited from resorting to retention guarantee, regardless of the percentage. All equipment sold by the Supplier benefits from a legal or conventional warranty (cf. Article 8). Consequently, in the event of the Supplier’s responsibility being contradictorily and clearly established, the warranty shall apply by right.
GUARANTEE
The warranty covers parts only (unless specific conditions apply). It applies from the date of delivery for a period of 6 months or 1 year depending on the product. (See specific conditions) and covers the replacement of any part recognized as defective by the seller. Shipping, labor, and travel costs (if specified in the special conditions) related to the replacement of any recognized defective part can only be covered under warranty after the incriminated parts have been sent to the seller for examination and only then.
This warranty does not apply to damage caused by lack of equipment maintenance (lubrication, cleaning, etc.). Excluded from the warranty are malfunctions or deterioration of the equipment originating from causes external to the manufacturing of the devices themselves. (Example: energy, fluids, conditions of the general installations of the building or place of use, whether the connection was performed by the seller or not).
Intervention on the machine by anyone other than the seller’s technical staff during the warranty period immediately terminates the warranty.
RETENTION OF TITLE
By express agreement, the delivered goods shall remain the exclusive property of the Supplier until full payment of their price by the Client. The issuance of bills of exchange or other instruments creating a payment obligation does not constitute payment. The Client is authorized to use or resell the delivered goods. This essentially precarious authorization will be revoked automatically and without formality in the event of non-payment of any due date.
In the absence of full payment for the goods, the Supplier may, by simple registered letter, formally request the Client to return the goods at the latter’s expense, risk, and peril within forty-eight hours. Should this formal notice remain unsuccessful, the Supplier would be entitled to physically repossess the sold goods at the Client’s expense. Furthermore, the Client will be liable for late payment penalties according to the terms provided by law, as well as any potential damages.
In the event of the customer’s receivership or liquidation, the Supplier may reclaim the goods delivered within the period and according to the terms and conditions provided for by law.
APPLICABLE LAW AND JURISDICTION
Contractual relations between the Supplier and the Customer are governed by French law.
In the event of a dispute relating to a service, an order, a supply, or payment, even if the latter has been subject to the creation of bills of exchange (drafts), as well as to the interpretation or execution of the clauses and conditions above, the Commercial Court of Strasbourg shall have sole jurisdiction, regardless of the place of delivery, the accepted method of payment, and even in the event of a third-party claim or multiple defendants. By this clause, the Supplier and the Client derogate from any other jurisdiction clause that may exist on any other of their commercial documents.
All orders automatically imply the customer’s unreserved acceptance of these terms and conditions.