CONDITIONS OF SALES – INDEPENDENT AFTER MARKET
ALL OUR SALES ARE REGULATED BY THE FOLLOWING GENERAL TERMS AND CONDITIONS:
1. GENERAL COMMENTS
Any departure from these general conditions of sales shall be necessarily materialized by a written amendment duly signed by Electricfil Automotive’s after-market Manager (hereinafter referred to as “Electricfil”). These are the only valid conditions and take precedence over all other documents like non-promissory catalogues, brochures, leaflets, advertising, etc except sales agreements.
All orders placed with Electricfil automatically imply acceptance by purchasers of these general terms and conditions of sale.
In his order, the purchaser shall insert the number of the offer issued by Electricfil which reserves the right to otherwise refuse said order. The purchaser shall also take into account the data and conditions specified in Electricfil’s offer in order to establish his order.
The prices of products are those agreed upon between Electricfil and the purchaser (as mentioned within the pertaining offer) calculated on the basis of the unit price scale beforehand communicated by Electricfil to the purchaser.
It is agreed that the unit price scale must be changed frequently.
Unless otherwise stated, prices are net and ex-works. Consequently, any taxes, dues or other fees to be paid according to French law or those of an importing country or country of transit are paid by the purchaser.
All quotes are in Euros, unless otherwise stated. When these quotes are made in a currency outside the Euro area, the exchange rate is the fixed official parity on the day the quote is made.
Except otherwise stated, the price is given for annual forecasted volumes. Any price reduction will be applied only when said volumes will be exceeded. In the event said volumes would not be reached, Electricfil and the purchaser will renegotiate the prices in good faith.
Batch manufactured products comply with the production sample approved by the purchaser. Production will not be launched until Electricfil receives written approval of this sample from its customer.
Delivery is carried out either by handing-over the product directly to the purchaser, or by simple notification of availability being given, or by delivery to a shipper or carrier at Electricfil's premises as agreed between Electricfil and its customer. The contractual delivery terms are interpreted in accordance with applicable Incoterms shown in the quote or the sales agreement.
The deliveries are made according to the schedule defined in the quote. Electricfil is released from its obligations in the event of force majeure, as defined in paragraph 18 of these general sales conditions, and undertakes to warn its customer of these cases and events within reasonable time. In any case, delivery within deadlines can only be made if purchasers have respected their obligations to Electricfil.
Delivery completion periods are always those shown on the order acknowledgement, or for lack, those shown on the order itself. Delivery periods shown in quotes are purely indicative.
As far as forwarding is delayed at the request or with the assent of the purchaser (provided that Electricfil agrees), the products and equipment are stored and handled at Purchaser’s own expenses and risks. These provisions do not modify in any way the purchaser's obligations to pay for the goods.
In the event of litigation about the designation and characteristics of the products delivered, only the drawings and documents forming part of the sales agreement issued by Electricfil and referred in the quote will be considered.
7. PACKAGING AND PACKING
Packaging is not included in the prices unless otherwise stipulated. Special packaging requirements must be specified in the order and will be invoiced separately. Products can, if specifically defined and detailed in the quote, be packed in individual packaging to enable technical identification.
Within thirty (30) days of delivery, purchasers will return, at their expense, the containers, the cases, the pallets and other reusable packing belonging to Electricfil. Failure to do this will entitle Electricfil to be paid the value of this packing.
Unless otherwise stated, payment terms are as follows: immediate payment upon receipt of the invoice by bank transfer. If payment is late, Electricfil has the right to suspend all pending orders and take any other appropriate action including legal redress. Any sum not paid at the limit fixed on the invoice involves the application of penalties of an amount equal to three times the French legal interest rate in effect, in addition to the basic allowance for collection charges equal to 40€.
In the event of non-payment forty eight (48) hours after an unheeded formal warning, Electricfil has the right to cancel the sale automatically and require, by summary procedure, the restitution of the products, without prejudice to other damages awarded by the Courts. The resolution shall also apply to all other unpaid orders, already delivered and being delivered for which payment is due or not.
The products delivered by Electricfil comply with existing standards and specifications. Unless otherwise agreed upon by the parties, the warranty covers material and/or manufacturing defects of our products. The warranty period will expire on the earlier of (a) the thirty-six (36) month period from the date code of the product, and (b) the twenty-four (24) month period from the date of its mounting on vehicle (see purchaser’s invoice issued to its customer for the mounting on vehicle and product sale). Interventions within the warranty period do not extend it.
To sue the warranty, purchasers must notify Electricfil about the defect as soon as it appears and must be able to prove the mounting on vehicle of the product has been made by a professional. If the defect is likely to generate damage, the notification must describe the defect precisely and in detail. Purchasers lose their right to repair if they do not notify the supplier about the defect within the deadlines and conditions specified in this clause.
For Electricfil, warranty means replacing the defective product free of charge. No liability for a compensatory payment for any reason whatsoever can be accepted. Before replacement under warranty, the Electricfil engineering department must approve the course of action to be taken. Purchaser loses the right to replacement of the defective part if it is not returned to Electricfil within ten (10) days. Replacement of the defective product will be exclusive of any potential expenses reimbursement (transport charges, disassembling, reassembly, towing…).
Warranty does not cover defects caused by incorrect assembly which would not respect the state of the art and/or which would not be performed by a professional, defective maintenance, abnormal use or storage, normal wear or assemblies in environments which do not comply with the restrictions described in specifications or specifications emanating from purchasers. Electricfil cannot accept any liability for assembly operations that do not comply with recommendations for fitment and use and/or common practice. Unless otherwise stipulated, Electricfil is not responsible for loss of production, loss of profit, loss of use, failure to sell nor any other consecutive, economic or indirect loss whatsoever by the purchaser.
10. IMPOSSIBILITY OF PERFORMANCE
Before or after the start of production, to the extent that Electricfil cannot manufacture the product, the purchaser shall be entitled to claim damages, unless Electricfil is not responsible for the mentioned impossibility. The purchaser’s claim for damages shall, however, be limited to an amount corresponding to ten (10) % of the value of the part of the firm order which does not respect the contractual technical specifications.
Any other claims for damages and reimbursement of expenses the purchaser may have, based on whatever legal reason, including infringement of duties arising in connection with the contract or tort shall be excluded.
12. ENTIRE AGREEMENT
Voidance of one of the clauses of the present Conditions of Sale shall not void the remaining clauses. The void clause shall be replaced by a clause designed to produce an equivalent financial and legal effect as the original clause.
13. TERMINATION FOR CAUSE
In the event that one of the parties fails to perform a clause of the contract, the other party may order it to correct such non-performance by recorded delivery letter.
If the obligation in question is not performed or no written agreement is reached between the parties within sixty (60) days following the date on which the reminder was sent, the injured party may automatically terminate the contract, by recorded delivery letter. The contract may also be terminated before its expiration date and without notice in the event of force majeure lasting more than ninety (90) days.
In every case of termination, the purchaser shall reimburse Electricfil for all the components procured for the execution of the sales agreement, semi-finished products, finished products as well as all the financial consequences due to the forced termination of the contracts concluded between Electricfil and its own suppliers.
Termination will produce its results only for the future and will not be retroactive.
14. RESEARCH, DRAWINGS AND DESCRIPTIONS
All research, drawings and technical documents relating to the products or their manufacture made available by Electricfil before or after a sales agreement or order comes into force, remain its property. Electricfil is not obliged to provide detailed manufacturing drawings for products. Without specific assent by Electricfil, drawings and documents loaned to customers cannot be used for other purposes and may be neither copied, transmitted nor communicated to third parties.
All information and documents transmitted by Electricfil, of any kind (technical, commercial, etc.) and under whatever form (email, oral and written disclosure) must be kept strictly confidential, and in any case, must not be disclosed to a third party and/or be used by the Purchaser for its own needs without the prior written agreement of Electricfil. The latter has the right to require that any and all research, documents and other data transmission media be restored immediately and without prior notice. Electricfil reserves the right to undertake litigation in the Courts to enforce these conditions.
Any drawing coming from Electricfil is and remains its exclusive ownership by virtue of the protection under copyright.