General Terms and Conditions of Sale
Art. 1 – Overview
Except where there is a special written agreement signed by management, all of our sales are made exclusively in accordance with these General Terms and Conditions of Sale, which annul all clauses contained in orders and correspondence from the buyer.
The mere fact of a verbal or written order from said buyer automatically constitutes their acceptance of these General Terms and Conditions of Sale and a waiver of their own General Terms and Conditions of Purchase, which cannot prevail over our General Terms and Conditions of Sale under any circumstances.
Art. 2 – The offer
All offers constitute the intellectual property of Polymem. It is reserved exclusively for the information of its recipient and cannot be used or disclosed to third parties in whole or in part without prior express authorisation from Polymem.
Offers, quotes and commercial proposals prepared by Polymem cannot be considered a firm commitment from Polymem, but prepared for informative purposes as at the date of their formulation.
The offers proposed by Polymem are valid for 3 months. After this period, they can be amended or withdrawn.
Art. 3 – Acceptance of the order
Orders sent directly to us by our clients are only binding on us once they have been confirmed via the firm and definitive payment of a deposit equal to 30% of the total value of the order (excluding VAT).
Our clients recognise that they are familiar with our General Conditions of Sale and tariffs and accept them in full without reservation.
Polymem will send the client an acknowledgement of receipt of the order as a sign of acceptance of this order.
If there is no response from the buyer within eight days of the date of dispatch of this notice, our order confirmation shall constitute a firm and definitive contract under the terms of these General Conditions of Sale and the client will not be able to later claim any non-conformity vis-a-vis their order.
Art. 4 – Cancellation of the order
The buyer will only be able to amend or cancel an order that has been accepted with the consent of Polymem. In the absence of an agreement, Polymem will be able to request the execution of the initial order or the termination of the contract. In the case of the latter, amounts paid by the buyer as a down payment shall remain the property of Polymem, without prejudice to damages and interest it could claim as reparations for losses resulting from the termination of the contract.
In the event of the cancellation, suspension or termination of an order once the product ordered have been shipped, the order will be paid for in full.
Art. 5 – Execution of the order
Only written confirmation orders prepared by Polymem constitute a firm and binding commitment.
Polymem reserves the right to make technical amendments to production even after the dispatch or written order confirmations. Any modification requested by a client once the order has been sent must be set out in a written change order from the client. This must be accepted in writing by Polymem.
Art. 6 – Price
Barring specific written conditions in our offers or order confirmations, prices are exclusive of VAT and goods are unpacked and dispatched Ex Works* from our Toulouse warehouse (31) in a single delivery. Shipping costs are to be paid by our clients.
Unit prices (excluding VAT) are firm for the foreseeable duration of the mission, to the extent that the offer is accepted before the time frame to exercise the option. Unless otherwise stipulated, this time frame is 3 months. After this time, prices may be subject to change. Prices and the duration thereof apply exclusively to the goods and services described in our offers.
In the event of a change in the rate of VAT, Polymem reserves the right to adjust its prices, even on orders from clients to whom we have already acknowledged receipt.
Art. 7 – Terms of payment
Our invoices are prepared on each delivery and are payable at the end of the month + 30 days via bank transfer.
A deterioration in the credit quality of a buyer can constitute grounds for a requirement to provide guarantees, payment in cash or payment on demand before filling any orders received.
When receiving an order from a new client, Polymem also reserves the right to demand payment in cash or payment on demand before filling the order.
Any delay in payment shall result, ipso jure and without prior formal notification, in the accrual of interest on the amount not paid at a rate equal to 1.5 time the current legal interest rate.
In the event of late payment Polymem reserves the right to suspend or cancel orders in progress, without prejudice to any other recourse. The fine to cover recovery costs in the event of late payment provided for in paragraph 12 of article L.441-6** is set at 40 euros.
In addition, all amounts provided as a down payment or any other guarantee will be forfeited by way of compensation. Our clients hereby authorise us to immediately collect all sums due.
In the event of non-payment of an invoice, 30 days after its due date and in accordance with article 1152 of the Civil Code, the amount of said invoice will be increased ipso jure and without notice by 20% (twenty per cent), subject to a minimum of €150 (one hundred and fifty euros), without prejudice to damages and interest payable, where applicable.
If there is a deterioration in the financial position of a client (late payments, negative financial indicators, the filing of collective proceedings for receivership or compulsory liquidation, out-of-court proceedings, bankruptcy, total or partial sale, etc.) such that these proceedings would have a negative impact on the solvency of the client, Polymem reserves the right to withhold its products until it has received a guarantee for an amount equal to the value of outstanding debts or to accept payment on delivery. In the event of worse news or the absence of guarantees, Polymem reserves the right to terminate the contract(s) in progress without paying compensation, which our clients accept without reservation.
Payments by bank cheque are accepted subject to final clearance.
In the event of late payment, a penalty equal to 1.5 times the current legal interest rate will be added to the invoice. Late penalties: Fixed fine to cover recovery costs €40 (Decree no. 2012-1115 of 02/10/2012)
Art. 8 – Delivery (times and methods)
Delivery times are expressed in business days. They are subject to change and are non-binding. Under no circumstances will a delay in delivery constitute grounds for the termination of the order or of purchases on account; nor will it result in a right to receive any form of penalty payment or compensation.
If a down payment is made on the order, the delivery time starts on the date of receipt of the down payment.
Irrespective of the conditions of sale, if shipment of the order is delayed due to reasons beyond our control, and with their consent, the order is stored and handled at the expense of the buyer and we shall not be held liable. This provision does not alter the obligation to pay for supplies. Even when shipped postage paid, our products travel at the risk of the recipient who, upon receipt of their order, must inspect the quantity received and ensure that it has reached them in good condition before accepting the order and, where appropriate, formulate all reservations and take any action required directly against the carrier in the event of a delay in delivery or loss, deterioration or destruction.
Art. 9 – Product conformity
Our clients recognise that they have received complete information on our products and their technical characteristics and constraints, and that their orders meet their technical and financial requirements.
Our clients recognise that they have received and read the instructions sent with our products. In particular, these instructions include installation and start-up recommendations and the user manual. Our clients promise to disseminate this manual to all their end users and buyers.
Art. 10 – Manufacturing defects
If a client detects a manufacturing defect after the date of delivery, they must report said defect within eight days of the delivery date of the order in question. This provision only applies to apparent defects. Otherwise, the client will not be able to exercise the warranty for apparent defects that comes with our products.
Art. 11 – Warranties
General warranty terms and conditions: Our products are guaranteed against hidden defects and all manufacturing defects for one year. This period starts on the date our products are delivered to the client.
Warranty limits: This warranty only covers the normal use of our products under the conditions of use for which they are intended (see user manual).
The warranty does not cover faults or damage resulting from poor maintenance, normal wear-and-tear, abnormal usage, a transformation of the products delivered or poor handling of the products that results in the partial or complete deterioration of their components.
The warranty does not apply in event of external phenomena such as shocks, fire, explosions, lightning, etc. and, in general, any event, action, circumstance or environment unknown to us on the date of the order.
The warranty does not cover intentional or accidental impairment or damage the result of an accident or vandalism.
The warranty does not cover damage resulting from installation that is not in accordance with installation recommendations and with industry practice. This limitation also relates to non-compliance with regulations in force relating to the connection of electrical/hydraulic equipment.
Conditions of the warranty: By express agreement, the warranty is limited to the outright replacement of parts recognised as faulty with identical parts or products, or even parts or products that are similar without compensation or consideration for whatever reason (delay, accident, losses, damages and interest, etc.).
The warranty does not cover recourse by clients to interventions by persons from outside Polymem.
Any claim under the warranty considered excessive may result in the client being invoiced for costs incurred (a flat rate for travel, time spent, etc.).
We will not be held liable for the harmful consequences of abnormal use of our products.
Products covered by the warranty must be paid for by our clients in full.
Conditions for the return of defective equipment: All defective equipment must be returned by our client to the premises of Polymem. No return of equipment will be accepted without prior written agreement from Polymem.
The cost of removing, packaging and refitting products will be met by the client. The cost of shipping products that have been replaced or repaired to the premises of the client will be met by Polymem. The return of defective equipment does not exempt the client from payments as per the agreed timetable.
Duration of warranty on repaired or replaced equipment and components: The repair or replacement of equipment or components will not result in an extension to the warranty initially on offer.
Art. 12 – Limitation of liability
Our liability is dependent on the compliance of the end user with instructions for the use and maintenance of our products. Our clients recognise that their own liability vis-a-vis their own clients is based on information provided to the end user in relation to the technical specificity of the products (life span, conditions of maintenance and use, etc.). The liability of Polymem will be limited to the value of products sold.
Art. 13 – Damages
All claims made against Polymem for damages, related costs, operating losses and other amounts related to damages cited by our clients, are excluded.
Art. 14 – Retention of title
Polymem expressly reserves title to products delivered until the price of the products and their accessories delivered has been paid in full.
If payment is not made by the due date and no payment has been made fifteen days after formal notification via a simple letter sent via registered mail with acknowledgement of receipt, the sale can be terminated ipso jure on the initiative of Polymem. Polymem will then be able to reclaim its merchandise, it being understood that it will retain amounts provided as a down payment for this merchandise as compensation.
Our clients assign to us, without reservation, all receivables resulting from the sale price at which they offer the merchandise to their own buyers.
Our clients are prohibited from pledging merchandise delivered as collateral under this retention of title. In any case, our clients promise to inform us immediately in writing of any attachment or other interventions by third parties, on pain of prosecution.
In the event of non-compliance with general or specific conditions and, in particular, in the event of late payment, our clients promise to return to us or to our agents all merchandise that has not been paid for on simple request.
Art. 15 – Confidentiality
All procedures, methods, tools and techniques developed by Polymem, as well as reports and all documents, maps, plans, photos and other documents, are the intellectual property of Polymem.
Therefore, the client promises not to disclose this information and not to use materials for their own communications without citing the source of said information.
Art. 16 – Place of performance, competent court, validity of contracts
By express agreement, all disputes and/or challenges regarding our relationships with our clients are subject to the exclusive competence of the Commercial Court or District Court of the place where Polymem is based as at the date of the challenge or dispute, even in the event of a warranty claim or if there are multiple defendants.
In the event of a dispute, the fact that one of the parties does not wish to cite one of the stipulations of this document against the other cannot be interpreted to mean that Polymem waives the right to cite or benefit from said stipulation in future.
Contracts entered into between our client and Polymem and the rights attached thereto cannot be transferred to another party, whether in full or in part, without prior written consent from Polymem.
If collective proceedings are filed for receivership or compulsory liquidation, out-of-court proceedings, bankruptcy, total or partial sale, the contract will be terminated ipso jure.
* Sales governed in reference with the conditions of ICC Incoterms 2020
** Code de commerce – Article L441-6