1-APPLICATION OF STANDARD TERMS AND CONDITIONS
These standard terms and conditions apply to all sales by CTA SAS.
They prevail over any contradicting clauses in any
other document, notably standard terms and conditions of purchase and procurement, and supersede all previous terms and conditions. CTA SAS is only bound by documents issued by its head office and signed by an authorised representative. Documents signed by any other signatory shall be unenforceable.
2– ORDERS – ACCEPTANCE
These terms and conditions, along with CTA SAS price lists and pricing terms, can be obtained by any customer on request provided, where applicable, that said customer is in the customer category concerned. By placing an order, the customer is bound by its terms. Orders are subject to acceptance by CTA SAS which can reduce the quantities of an order or cancel it. CTA SAS reserves the option to refuse any order placed by a customer in the following particular cases:
Any order taken verbally shall be confirmed in writing by the buyer.
3– DELIVERY AND SHIPPING OF GOODS
Goods are delivered to the destination indicated in the order. Products delivered are deemed to be of the quantity and quality indicated in the order. Any delivery times stated are given as a guide only and are not binding on CTA SAS. In the event of a delay, the customer is not entitled to request the cancellation of the order, refuse the goods or claim damages.
Our goods, even delivered carriage-paid, ship at the buyer’s risk. In the event of any damaged or missing goods, the buyer shall indicate the details on the delivery note and confirm the same with the carrier by registered letter within 3 working days. If the goods are shipped by us, the buyer is required to inform us of the incident, enclosing a photocopy of the delivery note and a letter detailing the issues.
4– PRICES OF PRODUCTS
The prices mentioned in our price lists are exclusive of tax and without carriage-paid. All goods are available to an ex-work incoterm for foreigner’s customers and deliveries.
The price applicable to product orders is the price in effect on the date of delivery, subject to confirmation with the customer.
5.1 – Payment terms
The price is payable in full and in a single payment within 30 days at the end of the month the 15th from the delivery as defined in article 3 here above, agreed upon mutual agreement between the Buyer and CTA SAS during commercial negotiations. In addition, this deadline will be mentioned on our order confirmation as well as on the commercial invoice sent to the Buyer.
5.2 – Late payment
In the event of late payment and late transfers of amounts owed by the Purchaser beyond the time limit above mentioned and after the date of payment noticed on the invoice sent to the latter, late penalties calculated at the equivalent rate at 3 times the legal interest rate in force on the basis of the amount all taxes included of the price indicated on the said invoice, will automatically and full right be acquired by CTA SAS without any formality or prior notice. In case of non-compliance with the terms of payment listed above, CTA SAS reserves the right to suspend its obligations and/or to reduce or cancel any discounts granted to the latter.
Unless express, prior and written agreement by CTA SAS, and provided that the reciprocal debts are justified and payable, no compensation can be validly done between possible penalties for delays in delivery or non-compliance of the products ordered by the Buyer on the one hand, and the sums due, by the latter, to CTA SAS for the purchase of said products, on the other hand.
Finally, a lump sum compensation for recovery costs amounting € 40 will be due automatically and without prior notification by the Buyer in the event of late payment. CTA SAS reserves the right to ask the Purchaser for additional compensation if the recovery costs actually incurred exceed this amount on presentation of supporting documents.
5.3 – Cash discount
No cash discount will be applied by CTA SAS for payment before due date appearing on the invoice.
6– RETENTION OF TITLE
Title to CTA SAS products shall only pass upon payment in full of the price agreed, including the principal and any additional sums.
This applies notwithstanding the provisions relating to the passing of risks. If a single sum due remains unpaid, CTA SAS can claim the return of the products delivered by all possible means. Issuing a bill does not constitute payment in the sense of this clause, the claim against the customer continuing to exist with the associated guarantees, including retention of title, until said bill has been effectively paid.
7– PASSING OF RISKS
The customer assumes all risks of loss or damage of the products from the moment they are made available by the carrier or the last carrier if there are several involved in shipping. The customer is responsible for releasing the carrier and shall only do so after ensuring that the products are complete and in good condition. If the customer establishes there are any damaged or missing products upon receipt, the customer shall inform the carrier accordingly within the statutory times.
8– LIABILITY – WARRANTY
8.1 – Warranty
CTA SAS warrants exclusively that at the time of delivery:
The customer is required to notify any instance of non-compliance with the above warranties in writing.
We warrant that our products shall free from defects in workmanship or material for a period of one year from date of delivery, unless specified otherwise on the invoice for the goods, except products from Compressed Air families and WinEfficience series which are warranties for a 2 years’ period.
The warranty is suspended from full payment of the product, at the due dates defined and governed by the deed of sale. The warranty is provisionally suspended and cannot be extended due to default of payment. For more details, please refer to our general warranty conditions.
The liability assumed by CTA SAS and any compensation payable by it in respect of any claim are expressly limited, either to the replacement within a reasonable period of time of the defective parts demonstrated as failing to comply with the above warranties, or, as chosen by CTA SAS, financial compensation the amount of which cannot exceed the price actually paid by the customer for the product demonstrated as failing to comply with the above warranties.
Defective parts are replaced subject to prior receipt of the part or parts recognised as defective in our Chaponost workshops in France.
Labour and shipping or travel costs are paid by the customer of CTA SAS.
9– UNFORESEEN EVENTS
If during the fulfilment of any order, circumstances beyond the control of CTA SAS should affect the equilibrium of the contractual relationship to the extent that it would be prejudicial for CTA SAS to continue its obligations and, in particular, in the event of a temporary restriction affecting the procurement of raw materials or a price increase of more than 5% of components, parts and raw materials over the previous three months, the Parties agree to meet within a period of two weeks from the notification in writing by CTA SAS of the circumstances concerned. The Parties then undertake to renegotiate the contractual conditions in good faith with a view to restoring the equilibrium so that CTA SAS can pass on the price increases fully or partially. During this period, which cannot exceed
60 days without the agreement of the Parties, orders will be suspended with no compensation paid to the customer.
These terms and conditions and the agreements to which they apply are governed by French law, excluding any choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.
Any disputes arising out of it shall be submitted to
the competent court of the jurisdiction of the head office of CTA SAS.
However, CTA SAS reserve the option to choose the competent court in the event of urgent, interim or precautionary proceedings it might be required to take. The customer agrees, for the purposes of agreements governed by the terms and conditions, to designate its address for service in such jurisdiction
11– DATE OF APPLICATION
The standard terms and conditions of sale and payment are applicable as of 1st November 2020.