The prices, information and description on our catalogues, leaflets and printed advertisements appear only for guidance and can by no means be considered as a pledge. We reserve the right to make any amendment we deem it necessary.
We are not engaged in applying such amendments to the equipment supplied before.
The projects, diagrams, drawings and patterns handed over by us remain our ownership and the buyer can only use them in so far as they are in direct relation to the equipment supplied by us and only for their personal use. Therefore they can By no means be imported to a third party. As regards the future orders regarding any equipment of THIBAUT SAS trade-mark, we reserve the right to amend the equipment sold previously.
2. (1) Offer for sale by our agents – Not considering the offers we make direct, we are not bound by the ones that might be made by our agents or employees unless they have received our written agreement for these offers. The prices shown in the estimates with our heading cannot be considered a pledge until they have received our written agreement. In the case of a direct, firm or confirmed order as stated above, the said order, will only remain valid fifteen (15) days from the date of its consignment. The contract of sale is therefore made of our written offer direct or confirmed, and of the acceptance within the above-mentioned time-limit of this offer by the buyer, as per the present General Sales Conditions, excluding any terms of the buyer’s own Purchasing Conditions. The time of the contract settlement is the date of receipt by us of the accepted duplicate of our offer.
2. (2) Offer for direct sale – In case of a firm offer, our offer will only remain valid fifteen (15) days from the date of consignment. The time of the contract settlement is the date of receipt by THIBAUT S.A.S. of the order accepted by the buyer. The contract of sale is made of the accepted duplicate of the order.
2. (3) Common rules in these offers for sale – Our offers and sales are regulated only by these conditions excluding other general conditions of the buyer.
Our offers are made on condition that the offered equipment is available at the time provided for the supply.
The supply comprises exact and comprehensive equipment. The description of which is made in our estimates or offers. Any further or extra supply that would be deemed necessary in course of making or trials, will be invoiced besides, at the same general terms as the ones specified for the aforesaid equipment in our offers, but at the price now in force.
The use of some pieces of equipment is liable to special rules, whose responsibility of application of the laws and rules relating to the design and the manufacture of the said equipment.
3. (1) Our prices are meant out of duty and ex-works (in conformity with the provisions of the Incoterms now in force), the goods travelling in any case at the expense and risk of the consignee.
Should another term be agreed, this one should be accounted for according to the provisions of the Incoterms 1990 concerning the said term.
Any change in the fiscality of the Customs Tariffs in force at the date of our offer that would be liable to hit the selling price would have a direct incidence on our prices with no derogatory possibility and on our sales which would be concluded FOB, CAF or ex-works.
Some elements being basic determinants of our prices may change between the date of their settlement and the date when the equipment is disposed of.
In that case, the final price will be reckoned by applying the following formula :
P = Prix révisé ; in which :
P = Revised price
Po =Estimate or offer price
S, So=Labour cost index from the machine-tool industry issued by INSEE (National Institute for Statistics and Economic Studies)
Tma, Tmao Indices monthly issued at the BOSP (Official Report of the Prices
PsdB, PsdBo Bureau)
For computing this formula, the indices retained are :
Original indices: those of the third month preceding the settlement of the Po prices.
Revision indices: those of the third month preceding the date when the equipment has been disposed of.
3. (2) Unless otherwise agreed, our prices are meant for payment of a one-third (1/3) instalment at the time of the contract settlement, and the balance on notice of the equipment delivery notified by THIBAUT S.A.S.
In case of annulment of the contract of sale by the buyer for whatsoever reason, the instalment paid will remain vested to us at all events by way of penalty clause, without prejudice to any other resort placed at our disposal by law and the present contract.
3. (3) If a credit has been granted by mutual agreement, the part not paid cash will be paid by accepted drafts, which would have to be guaranteed by a French bank on behalf of the drawee.
3. (4) Our invoices will be domiciled in VIRE. Our drafts or payment acceptances will never lead to any substitution or derogation to the clause assigning the jurisdiction, forming the subject of the hereafter section 8.
3. (5) The buyer undertakes to ensure at his expenses, the equipment sold by us, against any risks of loss, theft accident and fire, from a notoriously solvent company, up to complete payment of the selling price -principal and interests, with subrogation in our favour.
Moreover, the buyer undertakes to pass on the insurance policy to THIBAUT S.A.S., at least the day of collecting the equipment, otherwise, and without being compelled to send any notification, this equipment will be insured by THIBAUT S.A.S. at the buyer’s expenses and this cost will be also of the equipment.
3. (6) In particular instances, THIBAUT S.A.S. can conclude the transportation contract, on behalf of the buyer, for conveying the equipment to the buyer’s plant. This does not constitute an additional condition in the sales conditions stipulates in the first paragraph of clause 3 (1).
The transportation cost decided on the general conditions during the dispatch, and the insurance cost will be added to the price of the equipment.
3. (7) Packages are always invoiced besides and are never taken back.
3. (8) The possible contests could not justify a refusal to pay. Should a draft not be paid at maturity, the sums due to us from the buyer should become claimable and payable forthwith.
3. (9) In case of a delay in payment and of a written agreement between the parties for the non-application of the avoidance clause in hereafter section 4, the sums due, will bear interest at the Banque de France rate overcharged by three per cent (3 %). But this clause cannot be prejudicial to the repayability of the debt that shall be overcharged by ten per cent (10 %) as a penalty clause. Opposite, a discount of 0.75 % per month will be applicable for anticipated payment.
3. (10) Clause of ownership reserve – THIBAUT S.A.S. retains the ownership of the equipment until full payment in principal and « accessories ».
Giving out a title which creates an obligation of payment (draft or other) does not constitute payment in the sense of this clause.
The non-payment of one of the settlements could lead to claiming back the equipment.
The above disposals are no impediment, from the delivery ex-works or the notification by THIBAUT S.A.S. that the equipment is now available -see point 3. (2) to the transfer of risks of loss or damaging of the equipment and the damages they could cause
4. AVOIDANCE CLAUSES
Our sales are made within the frame of the Article 1183 of the Code Civil, relating to the avoidance clause, and it is explicitly agreed that in the failure of the payment at maturity of only one fraction of the price -principal, « accessories » (including the assembly and put into service costs of our agents, and those that we could submit) or interests- the sale, if we want that, should be immediately and retrospectively cancelled by a simple registered letter, with no need of summons or any other procedure, as per the right given to us in the article 1139 of the Code Civil and consequently the equipment sold by us is not considered as the property of the buyer.
As any sale thus cancelled involves expenses, the sums paid before at the very moment of the sale avoidance will not be returnable in their aggregate, as a penalty clause with no obligation of summons, as compensation of these expenses, without prejudice to our right of making any claim in payment of damages (at the rate above mentioned) which would not be covered by the sums not returnable at all events as above mentioned, as a penalty clause.
In case of avoidance of the sale, the buyer will have to return to us forthwith the equipment concerning the avoided sale, in good condition of operation, under penalty of additional damages, the reshipment and insurance charges being at his expense. He also will have to return the projects, sketches, drawings and patterns -in question at above section 1- and won’t have to keep any copy of them.
Accordingly, should the specified price be not paid in full at maturity as agreed, the buyer has no right of selling, using, leasing or pledging this equipment directly or through intermediaries.
The times of delivery are an indication only and are observed by us in so far as possible. The delays can by no means entitle the buyer to cancel his order, or justify penalties or damages unless otherwise specified, circumstances beyond control stop « de facto » the stated delays.
6. PROVISION OF A SERVICE BY THIBAUT S.A. AND/OR ITS AGENTS
Assembly and put into service of the equipment in the buyer’s plant are executed by THIBAUT’s staff and/or its agents under the authority and responsibility of the buyer and at his expenses.
The buyer acknowledges that THIBAUT’s responsibility is not committed if there was an incident during the assembly and put into service process of the equipment even if it could be proved that it was caused by the staff and/or its agents exclusive fault.
The assembly and put into service costs of the equipment and our After Sales Service interventions, including travelling and stay expenses of our THIBAUT agents or staff, will be charged to the buyer who gets involved in paying them on receipt of the invoice before putting into service the equipment and/or the intervention of our After Sales Service.
The guaranty can be applied only if the buyer has complied with the terms of payment -principal, « accessories » and interests.
Our goods are guaranteed against any defect, faulty making, or malfunctioning of the equipment within a period of 12 months, fully understood that this guaranty cannot, in any case, exceed 1600 hours of use, starting from the shipping date.
For accessories, equipment, and general goods which are not manufactured by THIBAUT SAS, the guarantee period is 6 months from the delivery date, fully understood that this guarantee cannot, in any case, exceed 800 hours of use, and in any case cannot exceed the supplier’s guarantee.
However the guaranty could not be applied to the consequences due to the interference of a technician not recognized by us, could not cover the interferences needed by the supply and installation of extra spare parts not specified on ordering by the small works which are sometimes made by the user’s personnel, by unskilled operators that have not been trained by us, and broadly speaking by any cause, not due to our equipment. The guaranty is neither applied to replacements or repairs resulting from the misuse, defective supervision or maintenance of the equipment or still from negligence.
In case of machines having tool fitting with arbours on the spindle, the arbours have to be from THIBAUT SAS origin, otherwise, the spindle is excluded from the guarantee.
The spare parts are guaranteed during a period of 3 months, fully understood that this guaranty cannot exceed the supplier’s guarantee.
The guaranty is neither applied to the current overhauling expenses proceeding from the normal use of the equipment nor the deterioration resulting in misuse.
Applying the guaranty consists in the exchange of the parts admitted as defective, or in their reconditioning at our convenience, without any extension of the guaranty time.
Applying the guaranty is always dependent on the valuation by our Quality Department of the parts supposed to be defective, that will be shipped to our factory, carriage paid, including insurance.
No compensation can be claimed as damages for the paralyzation of the machine or any other cause. Particularly every circumstantial or subsequent damage (such as especially loss of turnover) are absolutely excluded.
We are redeemed from any responsibility and the guaranty fails immediately in the following cases :
a) When the fluids and the powers used are not following the specifications.
b) When our parts have been replaced by parts of another origin.
c) When the machine has been modified out of our specifications.
d) When the damages are due to negligence, faulty maintenance, unskilled operator repairs made out of or without our agreement or this of our After Sales Service network.
e) When conveyance and stocking of the equipment have not been carried out according to THIBAUT instructions.
Anyway, the guarantee acts only if the buyer has followed punctiliously the directions for installation and use specified by us.
Anyway, THIBAUT S.A. could not be responsible for appliances, « accessories »and, generally speaking, equipment which was not manufactured by them, at a higher level than what they could obtain from their own suppliers as a guaranty.
The guaranty is personal to the buyer. If the buyer is not the final user, he is fully responsible for the guaranty concerning his own customer.
Abroad Sales – In case of a dispute regarding a supply or its payment, the interpretation or carrying out of the sales contract, the Court of Caen (which THIBAUT headquarters depend) will be the only competent, whatever the sales conditions and the term of payment are, even in case of a call for guaranty or multiplicity of defendants.
The law into force will be this of the vendor’s country unless this one’s decision to apply the buyer’s country law, excluding all international agreements the buyer could go against