General Terms - Conditions of Sale

 

I. PRICES

– All prices are net in EUR. The prices applied are those published in the International Price List valid on the date of invoicing. Prices are exclusive of any applicable sales tax, value added tax or assimilated taxes, fees, import duties or other duties, insurance, transport and handling charges.

 

II. PAYMENT

– Payment terms shall be discussed between CAPELEC. and its customer at the moment of the offer writing. Invoices not paid within the due date shall thereafter bear overdue charges at the rate of 2% per month on the unpaid balance until paid in full. If in CAPELEC’s opinion the purchaser’s financial situation does not justify performance, production or shipment on the terms of payment specified, CAPELEC. may require full or partial payment in advance before shipment. CAPELEC may discontinue or delay continuance of performance or production if the purchaser fails to pay any moneys due. – If an unpaid amount is deemed uncollectable and transferred to a third party for the purpose of collection, any fees incurred are the responsibility of the purchaser and must be paid in full to CAPELEC or its assigned agent.
– The amount of any present or future taxes applicable to the sale of products or services shall be added to the price and be paid by the purchaser unless the purchaser provides CAPELEC with a valid exemption certificate acceptable to CAPELEC and the appropriate tax authority.

 

III. TITLE TO GOODS AND RISK OF LOSS

– All prices are ex works (EXW Montpellier, France; ICC INCOTERM 2000) unless otherwise agreed in writing. Title and risk of loss for all products shall pass to the purchaser upon delivery by CAPELEC to a freight forwarder or purchaser’s designate, regardless of shipping terms, method of payment or transport cost.

 

IV. TRANSIT DAMAGE CLAIMS

– Ex works is our term of sale. Therefore, once the goods have been loaded for shipping, they become the responsibility of the purchaser.
– It is the responsibility of the purchaser to receive the entire shipment as tendered and file a claim with the carrier if the shipment or any part thereof is missing or damaged upon delivery. If there is any loss or damage at the time of delivery, it is essential to make the appropriate statement on the delivery receipt.
– Prompt inspection is of essence. Any concealed damage should be reported to the delivering carrier within 15 days of receipt of the shipment. Prompt filing of the claim with all necessary documents is required for fast settlement. All claims must be accompanied by the following documents:
– Original paid freight bill – Certified copy of original bill of lading – Duplicate of invoice covering shipment – Duplicate of destination inspection report – Duplicate of delivery receipt noting shortage or damage.

 

V. ACCEPTANCE

– Goods and services offered or quoted for are subject to availability. Orders are subject to acceptance by CAPELEC.

 

VI. CANCELLATION

– Modifications and add-ons to orders can only be accepted within the next working day after the original time of order placement. Thereafter add-ons will be considered as new orders. Orders cannot be cancelled by the purchaser except upon terms that will fully compensate CAPELEC against loss or by CAPELEC’s prior written agreement.

 

VII. RETURNS

– Any products sold by CAPELEC may be returned only in accordance with the warranty provisions applicable to the product concerned. Before returning any product for whatever reason, the purchaser must obtain CAPELEC’s prior written approval and instructions. Return and external fees are at the purchaser’s expenses.

 

VIII. FORCE MAJEURE

– CAPELEC shall not be liable for any loss, damage, delay, changes in shipment schedules or failure to deliver caused by accident, fire, earthquake, flood, meteorological exigency, animal or human disease, strike, lock-out, labour disputes, industrial action, riot, hooliganism, civil commotion, insurrection, revolution, terrorist acts, war whether declared or not, the elements, natural catastrophe, boycott, embargo, mutiny, failure of carriers, unavailability of transport facilities, exchange rates, fuel prices, power failures, government requirements or prohibitions, import or export restrictions, law enforcement, computer virus, software failure, acts of God or public enemy, prior orders from customers or limitations of CAPELEC, its suppliers’ or its subcontractors’ production, marketing activities or services, or any other causes or contingencies beyond CAPELEC’s control. CAPELEC shall in no event be liable for direct, indirect, ordinary or extraordinary, special, incidental damages or consequential loss including without limitation lost profits or loss of use or production or capital, whether based on contract, tort or any other legal theory.

 

IX. LIABILITY

– CAPELEC shall in no event be liable for direct, indirect, ordinary or extraordinary, special, incidental damages or consequential loss including without limitation lost profits or loss of use or production or capital, whether based on contract, tort or any other legal theory. The remedies of the purchaser set forth herein are exclusive and the liability of CAPELEC with respect to any contract, or anything done in connection therewith such as the performance of breach hereof, or from the manufacture, sale, delivery, resale, installation or use of any products whether arising out to contract, negligence, strict tort, or under any warranty or otherwise, shall not exceed the purchase price of the products upon which liability is based.

 

X. SEVERABILITY

– Each portion and provision of the present terms is severable and if any provision is held invalid or unenforceable the remainder shall nevertheless remain valid and in full force and effect.

 

XI. JURISDICTION

– All sales, agreements and contracts shall be governed by and construed in accordance with the laws of France.