General sales conditions

June 2018

1. GENERAL PRINCIPLE

a. Field of applications

These general sales conditions apply exclusively to all sales of products and services associated to those sales, made by ECOSAFE S.A. All orders to our company implies unreserved acceptance by the buyer of these terms and sales conditions, which prevail over any terms and purchase conditions, except conditions namely accepted in writing by our company.

b. Use

All the equipments we manufacture and supply are exclusively for dangerous products users under their own responsibility. We remind that our products meet the requirements of European standards.
Customers who want to use those products in a non-European country, must ensure, after completing the necessary checks, that they are in conformity with the regulations of their country. We decline all responsibilities if these supplies would be misused to their original use or do not match with local laws.

2. PRODUCTS AND CATALOGS

All specifications, dimensions, weights, colors, photographs etc, described in our catalog, are only indicative and can be modified at any time. We reserve the right to make any timely modifications, without notice, on our material, as well as in terms of their appearance, as their dimensions, and that, without changing their intrinsic quality. The technical specifications contained in our valid catalog, cancel and replace those previously published. Whatever care we take to complete the catalog, some mistakes may be slipping in. The customer can’t claim against us for these mistakes.

In as per Article 18 of Decree 2005-829 on the composition of electrical and electronic equipment and the elimination of waste from this equipment, obligations related to the organization and funding of the removal and treatment of these wastes are transferred to the Customer and will be under its responsibility.

3. PRICE VALIDITY

Prices or quotations indicated in our catalogs and price list are valid at the time of their printing or distribution. They cancel and replace previously indicated quotations and prices. All our prices are set up excluding VAT, Ex works our European warehouse, unless contrary written indication and subject to increase when a significant increase in raw materials and / or currencies appears.

4. ORDERS

a. Writing

All orders must be sent to us in writing (by email, fax or mail) on the basis of the catalog and the current rates or quote sent to the customer, and will be completely accepted by our company after emission of an order confirmation in writing (order acknowledgment). Any cancellation or order modification will be considered only after express written agreement of our company. Considering products and services and on request of the customer, all quotes will need to be validated by the customer and acknowledge by us. In any case, any execution of delivery would be considered as acceptance of the quotation by the customer. The quotations are drawn to the needs of the customer. Any extension of benefits initially requested will result in the establishment of a new quote or additional specifications to be submitted to the same process as above.

b. Acceptance of orders

All orders accepted by a written confirmation engage our company towards our customers and services. However, cases of war, embargo or ban of the import or export, disruption of raw materials or energy, interruption of computer systems or telecommunications, civil wars, etc. will be considered as case of absolute necessity and relieve us from the obligation to deliver or perform the services provided.

5. DELIVERY DATE

The delivery times indicated on our quotes, proforma invoice or order acknowledgments are given in good faith but without commitment.
While our company strives to respect in any case, any delay would not justify the cancellation of the order, or give rise to compensation or penalties. Our delivery begins from the date of order acknowledgment. In case of stock shortage, we keep the right to make partial deliveries, after having previously informed the customer and received its approval. The provisions relating to orders and specifying such late penalties or other can only applied after written and personal acceptance by our company. If the buyer cannot take delivery of the goods at the time of provision provided in the acknowledgment of order, all necessaries actions will be taken to store them in the best conditions. The corresponding costs will be invoiced to the buyer. Delivery can only be made if the customer is current on their obligations to company and if the specific conditions accepted by the customer and ECOSAFE S.A. are fulfill.

6. DELIVERY AND ASSOCIATED SERVICES

a. Shipping and Reception

We choose the shipping method that seems the most convenient for our customers or apply the agreed procedure on order acknowledgment. The customer must prevent of any constraints and / or restrictions that do not allow all types of carriers to perform properly its delivery. We mainly use large carriers of more than 19 tonnes.  Delivery is made either by direct equipment delivery to the customer, either by simple pick up at our warehouse by customer, or by delivery to a forwarder or shipper. Our prices are always given
Ex-works. Installation and setting up costs are not included in our prices unless preceding agreements. Our goods travel at the risk of the recipient (Article 133-3 of the Commercial Code). The consignee of the goods is committed at the receipt:
a/ to check the state and the quantity of the goods received by opening packages in the presence of the delivery driver, and before signing the waybill or delivery bill.
b/ to make, in case of damaged or missing items, specific remarks on the transport receipt specifying their nature precisely.
c/ to notify the forwarder of damages or missing items by registered  letter  with  acknowledgment of receipt within 48 hours  from receipt date of goods, in compliance with  Article L 133-3 of the Commercial Code.
These checks are essential especially if the packaging do not show visible external signs of shocks or blows. Apart from the arrangements to take towards the carrier, claims about damages must be made in writing,  by registered letter, within 48 hours from receipt date of goods at the place of delivery. This complaint shall state the references of the order acknowledgment and the delivery bill. Without that steps, goods will be deemed to have been accepted by the consignee and without any damage or deterioration. If delivery is made at the request of the purchaser at his customer location, it is up to the latter to do or cause to be carried out by the customer, to whom is concerned, all checks, all claims to the arrival of the equipment, in as per Article L. 133-3 of the Commercial Code and proceed, if it’s applicable, and in all possible regulatory action against the carrier in as per Article L133-6 of the Commercial Code. Any claim, whatsoever shall be will not be registered by our company if it was not made by registered letter within 48 hours from the date of delivery of goods.

6.2 Risk transferts

Risk transfers of sold products perform at removal of equipment in our warehouse or at the reception when unloaded by forwarder.

6.3 Reservation of Title clause

Unless prior decision written by our company, notified to the customer before delivery of each order, we will retain full ownership of the delivered goods until full payment of the price, accessories and transport, as well as to perfect performance by the customer of its obligations to our company. Until then, the products delivered will be considered as returnable and the customer shall bear all risks relating to damages that the products may suffer or arising for any reason whatsoever. Our Company may enjoy the rights it holds because of this clause for any of its claims and all of its products in the possession of the buyer. As the goods remain the property of our company, they cannot be resold or modified. However, as mere tolerance, and for the
sole purpose of its activity,

we allow the buyer to resell the goods, provided he performs upon receipt of the full price still due, the corresponding sums However, now, pledged on our behalf in as per Article 2071 of the Civil Code, the buyer becoming mere custodian of the price.
We reserve the right to cancel any sale and take all the goods subject to reservation of title clause if an invoice expired is not set (and after
notice to the buyer). When opening a reorganization or liquidation,  
pending orders, delivered or not, willbe automatically suspended expecting regularization. This clause does not preclude any action for damages and interest claims of our company, to compensate for the shortfall or damage suffered.

6.4 Impossibility to deliver or reception cancellation

For any goods in delivery, refused without any good reasons or impossible to deliver for any reasons (wrong address, un-adapted building, no one at reception desk, wrong delivery hours or period, etc), or any other circumstances impossible to anticipate by us, the cost of re-delivery of goods will be additionally invoiced to the customer.

7. PAYMENT CONDITIONS

Unless mentioned on our order acknowledgment document, our payment conditions are payment in advance. Usually, we accept only wire transfer from bank to bank. Nevertheless, in agreement with our account department, some other payment conditions can be discussed.

8. LATE PAYMENT

In conformity with Article L441.6 of commercial code, any late in payment will lead to, if the supplier decided to, from the first day of late:

  • Apply an interest rate similar to the more recent financing one  of European Central Bank with  10 points in addition (as recommended by the Economy modernization law)
  • Apply an inclusive compensation for recovery costs of 40 Euros (European directive 2011/7 of 16th February 2011, law 2012-387 of 22nd March 2012, and decree 2012-1115 of 2nd October 2012)
  • When recovery costs claims are superior to the inclusive compensation, an additional compensation will be claim (with justifications).
For any late in payment, we keep the right to stop all deliveries,
without penalties, and cancel all current orders or any other necessary action way.  The payment of all partial delivery becomes obviously necessary at the payment date mentioned on the invoice, and not at the complete delivery of goods. All decrease rate on customer notation could lead to the request of payment warranties and/or payment in advance, before taking off or sending of orders. In no way, the payment due to Ecosafe S.A. can be suspended or renegotiated without prior written agreement from Ecosafe S.A.
No warranty retention money can be applied without prior written agreement from Ecosafe S.A.
Therefore, mentioning a warranty retention money in the purchase conditions of the customer is unapplied and unrecognized by Ecosafe S.A.

9. GOODS RETURN

No return will be accepted without prior written agreement of our sales department or our sales administration that will notify the restrictions and methods and will send to the customer a return delivery note. In this case, the items will be returned in their original packing, in DDU incoterms, to the address communicated by our services. No return of articles that are not specifically on our catalogue will be accepted. A fee of 30% of total amount, without taxes, will be invoiced to the customer for inspection and re-stock items in addition to the transport cost (go and back) and specific handling.
Moreover, all agreement of return will be subjected to these below conditions:

  • The customer must notified by written document the request of return in the 7 days after the first delivery
  • The product must be from our manufacture and unmodified.
  • The return item must be unused, along with all accessories, documentation and must be in its original sending packing not open.
  • The return transport is at the charge of the customer.
  • The product must be returned and insured by the customer
No return will be agreed for products that would have been subjected to associated services, except if the customer accepts all the costs of  the mentioned services. The non respect of these conditions will lead to the pure reject of the return goods, knowing that our company will not accept any responsibility considering the risks in transport, and that, even if goods are already in our warehouse. In case of written confirmation from our side, a reference number will be communicated to the customer as well as instructions to follow for the return goods. In case of justified claims, our responsibility will be limited to the replacement product or to its reimbursement in case of product out of stock.

10. WARRANTY

The goods and new equipments that we are selling are under warranty for one year against all manufacture defects from the date indicated on the delivery note. Our warranty can be applied only in case of manufacture defects or hidden fault. The warranty cover only the replacement of the goods, or the pieces known as faulty by our technical and quality department, as only one able to judge where the problem comes from. It’s strictly limited to repairing the goods in our factory. The spare parts are under warranty during 3 months after their installation. The warranty could not be applied when goods won’t have been stocked, used or maintained by the customer in conformity with good uses and using instructions, as well as good damaging by the customer or anyone else, as well as in the case
where goods would have been modified or repaired by the
customer or anyone else without prior written agreement of our sales and technical department, as well as in case of fair wear and tear or non payment at the right date for a part or entire good. The activation of the warranty won’t extend the term. Our warranty stops in fully rights if the customer won’t have prevented us in a 7 days term after seeing the fault, date that the customer must prove. The warranty will be excluded in the following cases:

  • Normal wear and tear of the product
  • Using spare parts not coming from our factory
  • Modification of the product or incompatibility with other goods
  • Bad or wrong use of the product in relation with its specifications or bad storage or maintenance of the customer
  • Bad installation of the product
  • Troubles caused by corrosion

11. APPLIABLE LAW AND COURT

The supplier and customer will firstly try to find a friendly solution. In case of failure, the applicable law will be the Swiss law. Any claim as per the validity, misinterpret or execution will be submitted to the trade court of Lausanne (Switzerland). Ecosafe will keep the right to ask for any other higher court of its choice.

12. FILES AND LIBERTY

In the case of orders and messages, Ecosafe S.A. will collect personal data. These data are stored and treated in conditions that ensure their safety. Some of these datas are necessary for treating some requests or orders of our customers.
In this way, the customer may receive from Ecosafe some offers,
promotions, etc.. If the customer does not want to receive any
information, he can ask to be cancelled from our listings by sending an Email at sales@ecosafesa.com
We keep the right to communicate these information to third party, except if customer ask for the contrary.

13. INTELECTUAL PROPERTY

Photographs, drawings, logos and text on our commercial leaflets, on paper or digital, including our web sites, registered or not with an intellectual property office are the exclusive property of Ecosafe S.A. Any intellectual property breach will lead to legal proceedings. All trademarks and logos referenced and mentioned in our technical and sales leaflets are registered and belong to their own owner.


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