Retention of title: Our sales are concluded with retention of title; the transfer of ownership of the goods sold to the buyer is suspended until full payment of the price.
General Terms and Conditions of Sale
I – Introduction
In these terms and conditions, the following definitions apply:
The seller: SETE MIP SAS.
Our sales are governed exclusively by these general terms and conditions, which the buyer formally acknowledges and accepts. The general terms and conditions of the contract are definitively established by the first written order confirmation, which constitutes acknowledgment by both parties of these general and specific terms and conditions of sale. Any other conflicting or different conditions that may be stipulated by the buyer before or after this date will be deemed null and void with respect to us unless they have received our prior written acceptance. Any disagreement by the buyer regarding the content of our terms and conditions of sale must be communicated to us, under penalty of forfeiture, within eight calendar days of the order confirmation. Every order placed by the customer constitutes a promise to purchase; upon issuance of our order confirmation, the sale is finalized.
II – Placing an order
A – Termination Clause
Orders registered by us are considered definitively accepted only after our written confirmation. The same applies to any modifications, additions, or special agreements agreed upon verbally. Should any changes to the directives of the competent authorities relating to the export, transit, import, or manufacture of the goods sold occur after the conclusion of the sales contract, we are entitled to unilaterally adjust the delivery contracts accordingly. The customer must at all times inform us of the regulations and directives of the authorities concerned by the execution of the delivery, the assembly, or the use of the delivered goods. The same applies to preventive measures relating to occupational safety and illnesses.
The customer is solely responsible for the specifications of the goods and their suitability for their needs. Indeed, with the exception of so-called standard goods, the goods ordered are intended to be approved by the customer. Therefore, the customer alone is responsible for guaranteeing their suitability for their requirements. Consequently, in the event of an offense and prosecution, he alone assumes responsibility and undertakes to release us from any consequences in this regard.
B – Termination of the contract
The seller has the right to terminate this contract, provided that it has not been performed, in any of the following cases:
If the buyer fails to fulfill any of the conditions of this contract, the buyer shall be considered in default by the sole fact of the non-performance or delay in the performance of any of its obligations, without the need for any formal notice or demand.
If economic life in the buyer's or seller's country suffers serious repercussions, particularly as a result of civil war, similar circumstances, or natural disasters, etc.,
or if, due to circumstances beyond the control of the buyer or seller, payment or transfer to the seller's country becomes impossible or is likely to be prevented within 60 days.
If the buyer defaults in any way on payments or if there are serious doubts concerning their solvency, the seller has the right to suspend, without further formality, any further deliveries until the amounts due have been paid in full and the buyer has provided sufficient guarantees for the faithful performance of subsequent obligations arising from current contracts.
If the buyer fails to collect the goods within 15 days of their being made available at the store, in cases where the buyer is required to take delivery of the goods at our store, or
if one or more suppliers on whom we are dependent for our deliveries, in whole or in part, cancel our orders,
the customer has the right to terminate this contract, provided it has not yet been performed, in the following cases.
If a delivery delay of more than six months occurs in the cases indicated in paragraph III-C, the customer may notify their decision to terminate the contract, without being entitled to any compensation.
Any termination of the contract in the circumstances referred to in point II.B at the initiative of the seller, does not entitle the buyer to payment of compensation for any reason whatsoever.
III – Delivery
A – Purpose of the delivery
The order confirmation defines the subject matter, terms, and delivery location. Any service not included therein will be billed separately.
B – Delivery conditions
All orders placed with us are delivered directly by the supplier unless otherwise agreed. The delivery date is the day the goods leave the store or warehouse, or the day the goods are made available to the buyer and ready for shipment if the buyer intends to collect the goods themselves.
Our company is authorized to make partial deliveries and reserves the right to deliver 5% more or less than the quantities specified in the order confirmation without this constituting any non-conformity.
C - Delivery time
The delivery period begins when all of the following conditions are met:
1. The order reaches us
2° The administrative formalities for import and payment are defined
3. Deposits are paid upon ordering
4. Bank guarantees are established
5. The various technical issues have been resolved
6° We have received the samples, specifications and other specification data.
The delivery deadline is considered met when, on the scheduled date, the order is ready in our warehouse. The delivery deadline will be extended accordingly if:
The buyer initiated a change in specifications after order confirmation
. Events beyond our control must occur either at our company, the customer's company, or a third party's company, even if they do not constitute force majeure. These may include, for example, epidemics, mobilization, war, riots, operational disruptions at the factory, accidents, labor disputes, delayed or defective deliveries of goods by our suppliers, administrative measures, natural disasters, etc.
The buyer is in arrears in the performance of its work or in fulfilling its contractual obligations, in particular:
1° if the payment terms (including the payment of advances) are not met,
2° if the technical specifications are not specified,
3° if the administrative authorizations are not provided.
Under no circumstances is the buyer entitled to compensation or cancellation of the order due to a delivery delay in the aforementioned cases. The same applies to compensation for lost production resulting from a prolonged delivery delay.
IV – Packaging and transport
The goods will be inspected and carefully packaged by us if necessary, except for direct deliveries made by the supplier or the seller directly from the port of import. Any transport arranged by the seller, whether at the seller's expense or the buyer's, is deemed to be under a separate contract from the sales contract. The risks of transport are, in all cases, borne by the buyer, even when the seller arranges shipping and insurance under the standard terms of the policies. Prices including insurance do not cover risks of war (or those resulting from force majeure). In the event of damage or loss, the customer must pursue their claim against the carriers, who will be held solely liable. The customer is hereby authorized to take legal action in this regard. If shipment is delayed or rendered impossible for reasons beyond our control, we will arrange storage at the buyer's expense and risk.
V – Receipt of Goods – Guarantee of Conformity
The customer must inspect the goods within 8 calendar days and inform us without delay and in writing of any non-conformity (subject to more restrictive transport regulations regarding breakage, loss, or missing items). Otherwise, the goods will be considered compliant, and the customer will forfeit any claim in this regard. All claims must be accompanied by supporting documentation: our duly completed non-conformity form, samples, broken or defective parts, etc., and submitted by registered letter with acknowledgment of receipt.
VI – Conditions relating to the sale of goods
These conditions are in addition to the general terms and conditions to the extent that they do not expressly deviate from them. Unless otherwise agreed, any material delivered by us in quantities exceeding 5 kg will be invoiced, even if tests carried out with it prove inconclusive. Under no circumstances can the seller be held liable for material damage, losses, production delays, or defects caused by the use of materials that have not been contested in accordance with Article V.
We remind you that it is impossible to guarantee the continued technical characteristics of so-called "sustainable" products, namely crushed, regenerated, second-grade, or economy versions. The seller cannot commit to providing materials as close as possible to the sample on which the sale was based between the parties. Therefore, the materials are delivered at the customer's own risk.
In accordance with REACH regulations, the buyer agrees to inform us of their intended use of the product when placing their order. Failure to provide this information will release us from all liability, and the buyer will be liable to indemnify us against any damages our company may incur as a result.
All purchases of custom-made products, i.e., specific customer orders, must be subject to a written agreement, and their specifications, including price, responsibilities, and terms of sale, are defined under the buyer's responsibility. The buyer is solely responsible for the requested technical specifications. SETE MIP guarantees only the integrity of the ordered components and not the suitability of the formula.
VII – Price and regulations
A. Pricing Conditions
Unless otherwise stipulated, our prices are subject to the economic, customs, tariff, tax and exchange rates in effect on the date of order confirmation.
B. Tariff revision
The Seller reserves the right to revise its prices periodically. Any changes will be communicated to the customer in writing (letter or email) with reasonable notice before they take effect. The new prices will apply to all new orders placed from the effective date of the revision.
C. Unforeseen Additional Costs
The buyer shall be responsible for any additional costs exceeding 5% of the initially agreed price that result from unforeseen events that were entered into at the time the contract was concluded. These events include, but are not limited to, strikes, exchange rate fluctuations, changes in carrier, insurer, or supplier rates, increases in customs duties, or any other regulatory measures.
D. Payment deadlines:
Our invoices are payable within 45 days of the end of the month, in accordance with the Law on the Modernization of the Economy. For all recurring invoices, the payment period is 45 days from the invoice date. Payment terms are calculated from the SETE MIP invoice date.
E. Payment Guarantees
We reserve the right to require payment in advance from new customers or if there is any doubt about the buyer's creditworthiness. Payment is only considered complete upon actual receipt of funds (checks or drafts).
In the event of partial delivery, payment is made as goods are delivered. Payments made before delivery are not considered deposits and do not constitute grounds for terminating the contract by forfeiture.
F. Special cases and returns
In the case of custom-made goods, the buyer must pay the full price even if they refuse delivery. No merchandise may be returned without our prior agreement. Returns do not exempt the buyer from the obligation to pay invoices by their due date.
G. Payment delays and incidents
Failure to pay a single invoice renders all other outstanding debts immediately due and payable, including those related to accepted bills of exchange. It also entitles us to demand payment in full before any further shipments.
Any delay will automatically incur a late payment penalty at the ECB rate +10 points.
A fixed recovery fee of €40 is applied per invoice.
In the event of a change in the buyer's legal or financial situation (liquidation, company transformation, death), invoices become payable on demand.
VIII- Retention of Title
Our sales are subject to retention of title; ownership of the goods sold remains with the buyer until full payment of the price. The granting of payment terms constitutes express authorization for the buyer to resell or process our goods before full payment. If these goods are processed or sold, the processing or sale is always carried out by the buyer on behalf of the seller, and the buyer must retain the seller's share of the price for these goods until the agreed payment date, regardless of whether the goods sold have been processed or not.
The buyer assumes all risks upon delivery of the goods sold under retention of title. The buyer is responsible for their safekeeping at their own expense and will be liable for any damage caused by the goods from the moment of delivery. Upon conclusion of the sale, the buyer undertakes to insure the goods sold on our behalf, under a policy covering civil liability, theft, fire, destruction, and more generally, all risks inherent to the nature of our equipment.
The buyer must ensure the transfer of ownership to them and the proper preservation of the identification codes affixed by the seller to the goods, in accordance with the sales documents. The buyer is obligated to oppose any third-party claims on the goods sold through seizure, confiscation, or equivalent proceedings. They must notify the seller as soon as they become aware of any such claims to allow the seller to protect their interests. If the buyer does not own the premises where the goods are stored, or the premises where they conduct their business, they must inform the landlord of the legal status of the goods sold and provide proof of this notification to the seller. The same obligation to inform and provide proof applies if a lien is registered against the business they operate.
The buyer may not, without express authorization, move the equipment sold outside its usual installation and operating locations. Any action that would impair our company's ability to recover the equipment in its current condition, or that would alter the legal status of the equipment sold, may only be carried out without our prior written consent and after full payment of the outstanding balance for the goods in question. In the event of non-payment of any installment, the seller may demand the return of the goods by any means, including registered letter, joint inventory, bailiff's summons, etc.
The buyer cannot refuse to return the goods to the seller or any person authorized by the seller. In the event of a legal or practical impossibility to return the goods, the buyer accepts a penalty of 100 euros per day of delay until full payment of the price corresponding to the delivery in question, starting from the date the impossibility is established.
The takeover by our company of the claimed equipment imposes on the buyer the obligation to compensate for the damage resulting from the depreciation of the goods concerned.
Consequently, the buyer will owe, as a penalty clause, compensation fixed at 30% of the price of the goods sold and claimed.
If the termination of the contract makes us liable for advance payments previously received from the buyer, we will be entitled to offset this debt arising from the application of the penalty clause stipulated above.
IX- Responsibility and Guarantee
The client is a professional solely responsible for ensuring that their order meets their needs.
Consequently, the latter must inform SETE MIP of all specificities attached to the goods and of any possible administrative or legal restrictions related to the goods.
SETE MIP cannot be held responsible for any inadequacy of the goods or any restriction on the use of the goods ordered.
SETE MIP guarantees only that the goods conform to the order and the specifications in its technical data sheet, which are indicative values provided by the supplier. It is the buyer's responsibility to test and validate the goods under the actual conditions of their intended use.
In any event, SETE MIP's liability is capped at the price of the order, regardless of the basis of the proceedings (warranty against hidden defects, conformity, liability for dangerous products, etc.) and the nature of the alleged damage.
X- Competent jurisdiction
The seller elects domicile at its registered office. In the event of disputes relating to the nullity, termination, or performance of the sales contract or the payment of the price, as well as in the event of a dispute relating to the interpretation or performance of the clauses and conditions indicated above, the court of the seller's registered office shall have sole jurisdiction, regardless of the place of delivery, the method of payment accepted, and even in the case of third-party claims or multiple defendants. All disputes shall be governed by French law.