General Term and Conditions of Sales
Clause n°1: Purpose
These general terms and conditions of sale shall apply between FAAR Industry, a limited liability company with a capital of Euros 160 000, whose registered office is located at 18 avenue du Quebec – 91140 Villebon sur Yvette France, registered with the Commercial Registry of Evry under the number 452 806 813, and any individual or entity acting in the context of its professional or commercial activity (hereinafter, the “Buyer”) who would like to purchase from FAAR Industry.
Any other terms and conditions shall apply to FAAR Industry only if FAAR Industry confirms in writing that they apply to it. Any document drafted by FAAR Industry other than these general terms and conditions of sale is only for information and does not bind FAAR Industry who can therefore change this document at any time without notice.
The mere order or acceptance of an offer made by FAAR Industry therefore implies the full adhesion without restriction nor reserve to these general terms and conditions of sale that prevail over any general terms and conditions of purchase, except in case of FAAR Industry’s prior and written consent.
FAAR Industry reserves the right to amend its general terms and conditions of sale at any time without notice. In such case, the applicable general terms and conditions of sale shall be those applicable at the date of the order by the Buyer.
Clause n°2: Price
The prices of the sold goods are those in force at the day the order is placed. Prices are in Euros and calculated without tax. Therefore, they will be increased by the VAT rate and the transportation costs applicable on the day of the order.
FAAR Industry is entitled to change its prices at any time. However, it undertakes to invoice the goods that are ordered at the prices set forth on the date the order is registered.
Clause n°3: Financial discount
No discount shall be granted in case of early payment.
Clause n°4: Commercial discount
A commercial discount may be granted by FAAR Industry in case of volume purchase or purchase of a second-hand module. Except as otherwise provided, in case of a volume purchase, in order to benefit from the discount, the customer undertakes to purchase the required quantity in the context of an order. If this quantity is not reached, the unit price of the goods shall be reassessed by FAAR Industry. With respect to purchase of a second-hand product, FAAR Industry warrants that it works properly.
Clause n°5: Terms of payment
Payment of the orders shall be made:
Either by check;
Or by promissory note;
Or by wire transfer;
Or by credit card (in case of an order via our e-business website).
Any new Buyer shall fill in the form to create a client account and pay the full amount of its first order before delivery and no later than within 30 days net as of the date of the invoice.
Any Buyer having already filled in the above-mentioned form and having already placed an order with FAAR Industry shall pay an instalment of 30% of the total amount of the invoice before delivery and no later than within 30 days net as of the date of the invoice, the balance shall be paid upon receipt of the goods for any order above € 10,000 without tax. If the amount of the order is below € 10,000 without tax, the purchaser shall pay the full amount before delivery and no later than within 30 days net as of the date of the invoice.
Clause n°6: Late payment
In case of total or partial late payment of the goods delivered on the day of delivery, the Buyer shall pay to FAAR Industry a late payment penalty equal to three times the legal interest rate applicable in France.
The applicable legal interest rate shall be the one in force on the day of delivery of the goods, it being specified that as of January 1, 2015, the legal interest rate shall be updated every 6 months.
This penalty shall be calculated on the outstanding amount with all taxes included and shall run as of the date the payment is due without any prior notice being required.
In addition to the late payment indemnities, any amount, including the instalment, not paid on the due date, shall give rise to the payment of a fixed indemnity as provided by a decree pursuant to Article L.441-6, I paragraph 12 of the French Commercial Code, that is, to date, an amount of Euros 40 due as recovery cost, as provided by Article D. 441-5 of the Commercial Code.
Clause n°7: Equipment available for loan
Any equipment available for loan delivered by FAAR Industry to the Buyer is and shall remain the ownership of FAAR Industry and shall in no event be transmitted to any third party for any reason whatsoever.
Any equipment available for loan sent to the Buyer and not returned to FAAR Industry within 2 months shall automatically be invoiced by FAAR.
Clause n°8: Termination provision
If within 15 days following the enforcement of the provision “Late payment,” the Buyer has not paid the outstanding amounts, the sale shall be automatically cancelled and FAAR Industry shall be entitled to receive damages.
Clause n°9: Reserve of ownership provision
FAAR Industry shall keep the ownership of the sold goods until full payment of the price, including all related costs and expenses. In this respect, if the Buyer is subject to bankruptcy proceedings, FAAR Industry shall be entitled to claim the sold goods that have remained unpaid in the context of the bankruptcy proceedings.
Clause n°10: Delivery
Delivery shall be made:
either by the direct delivery of the goods to the Buyer;
either by sending a notice to the Buyer stating that the goods are available in the store;
either at the place mentioned by the Buyer on the purchase order*.
The delivery term mentioned at the time the order is registered is provided for information purposes only and is not warranted.
Therefore, any reasonable delay in the delivery of the goods shall not give rise to the benefit of the Buyer to:
The cancellation of the order.
The transportation risk is entirely borne by the Buyer (EXW).
In case of missing or damaged goods during transportation, the Buyer shall make all necessary comments on the delivery note upon receipt of the goods. In addition, these comments shall be confirmed in writing within seven days after the delivery by registered mail, return receipt requested.
* Except as otherwise provided, the costs for the preparation of the products and the transportation costs shall be invoiced separately.
Clause n°11: Transfer of risks
The transfer of risks is effective as of the time the goods leave the premises of FAAR Industry.
If the goods are directly taken by the Buyer in the premises of FAAR Industry, the Buyer shall immediately, if needed, make any detailed and precise comment on the delivery note,
If the delivery is made through a carrier, the Buyer shall, upon receipt of the goods, make any reserves with the carrier in case of damaged or missing products, on the delivery note and the transportation documents and confirm its reserves by extrajudicial act or by registered letter return receipt requested to the carrier within three business days as of the receipt of the goods.
FAAR Industry shall in no circumstances whatsoever be liable for any destruction, damage, loss or theft that happened during transportation, even if it has chosen the carrier.
Claim made by the Buyer pursuant to the above does not suspend the payment by the Buyer of the concerned goods.
Clause n°12: Compliance
FAAR Industry warrants the merchantability of the goods that have been ordered.
Without prejudice of the provisions to be made vis-à-vis the carrier as mentioned in Clause n°11 above, in case of apparent defect or missing products, any claim whatever it is, with respect to delivered products, shall be accepted by FAAR Industry only if it is made in writing in the seven-day period following the delivery of the products. The Buyer is responsible for providing all details with respect to the reality of the defects or anomalies or missing products and shall not interfere by himself or by asking a third party to interfere in order to fix the issues before FAAR INDUSTRY has been able to make its own findings.
In such case, the Buyer may ask for the replacement of the non-compliant products and/or the additional products to address missing products, at the cost of FAAR Industry without the Buyer being entitled to any damages or indemnity or to the cancellation of the order.
The receipt without reserve of the ordered products covers any apparent defect or missing product by the Buyer, as well as the use before the seven-day period of the delivered goods, and shall imply the waiver by the Buyer of any potential claim.
A claim filed by the Buyer pursuant to the above-mentioned terms and conditions does not suspend the payment by the Buyer of the concerned goods.
Clause n°13: Warranty
Except as otherwise provided, FAAR Industry warrants that:
- the products of the Woodmark trademark comply with their specifications and are free from material defects for a twelve-month period as of the date of the invoice (« the Warranty Period »),
- the products of the Kvaser trademark comply with their specifications and are free from material defects for a twenty-four-month period as of the date of the invoice (« the Warranty Period »),
- the products of the Wachendorff trademark comply with their specifications and are free from material defects for a twelve-month period as of the date of the invoice (« the Warranty Period »),
FAAR Industry shall not be liable pursuant to the warranty provided in the above-mentioned paragraph in case of any defect resulting from normal wear and tear, intentional damages, negligence, abnormal use, failure to follow the (oral or written) instructions of FAAR Industry, improper use or change, adjustment or repair of the products or software without the written approval of FAAR Industry.
In case of non-compliance of the product during the Warranty Period, the return of the goods by the Buyer to FAAR Industry shall be at the Buyer’s costs.
Clause n°14: Return
Any return of goods requires the written prior consent of FAAR Industry and a return number shall be provided.
The Buyer shall receive by the way deemed as most appropriate by FAAR Industry a return agreement.
The Buyer shall have seven days as of receipt of the return agreement to return the defective or non-compliant goods.
The return of the goods to FAAR Industry shall be at the Buyer’s costs.
The products shall be returned in their original condition, intact, showing no sign that they have been used and complete (packaging, accessories…), together with a copy of the invoice and of the return number for an optimized management.
In case the return is not compliant with respect to the packaging of the products, the Buyer shall pay the lump sum of €35 without tax in order to cover the repackaging cost of the products for which the packaging would have disappeared or would have been deteriorated.
In case the return is not compliant for reasons other than the packaging of the products, FAAR industry is entitled to refuse the package. The return to the Buyer of the goods that have been non-compliantly returned to FAAR Industry shall be made at the Buyer’s costs.
Any product returned without prior consent shall be made available to the Buyer at its costs and at its peril, all costs of transportation, storage and handling to be borne by the Buyer.
Clause n°15: Force majeure
FAAR Industry shall not be held liable if the non-performance or the delay in the performance of one of its obligations as provided in these general terms and conditions of sale results from force majeure. In this context, force majeure is defined as any unforeseeable, unstoppable and outside event pursuant to Article 1148 of the French Civil Code.
Clause n°16: Jurisdiction
Any dispute with respect to the interpretation and the performance of these general terms and conditions of sale shall be governed by French law.
If no amicable settlement can be reached, the dispute shall be referred to the Commercial Court of Evry.