GENERAL CONDITIONS OF SALE OF HAULOTTE GROUP
EDITION MARCH 2020
Formation of the Contract
1.1 The present general conditions govern the relationships between Haulotte GROUP (hereinafter, the Vendor) and its clients (hereinafter referred to as the Buyer), who purchase a newly manufactured product (hereinafter referred to, , as the Product) delivered by the Vendor, . Therefore, any clause to the contrary set forth by the Buyer, in the absence of express approval, shall be non-invocable against the Vendor at any time and regardless of whether or not said clause has been brought to the Vendor’s attention.
Specific general conditions of services are available on request.
1.2 By virtue of the aforementioned provisions, the placing of the order by the Buyer commits the Buyer to comply fully and unconditionally with the present general sales conditions, which the Buyer acknowledges having previously read.
1.3 The Buyer may not cancel an order unless written acceptance is obtained from the Vendor.
1.4 For lifting or materials handling equipment (hereinafter, the Machines), the issuance of the acknowledgement of receipt of order by the Vendor establishes the agreement between the parties regarding the item and price, and completes the sale thus approved. Orders for spare parts are tacitly accepted by the Vendor who may, in any case, issue reservations regarding the Buyer’s order, namely if the order contains references to codes not found in the catalogue.
1.5 Any profit from the order may not be transferred without the prior written consent from the Vendor, including orders for merchandise financed by a credit institution or similar establishment. In this case, any financing expenses are the responsibility of the Buyer, who must communicate the terms and conditions to the Vendor 5 business days before the Merchandise is shipped. The Vendor may not be held responsible if the Vendor offers financing to the Buyer from one of its preferred partners but this partner refuses financing.
1.6 All proposals or commercial offers made by the Vendor are only valid for the term stated in the offer and, by default, for a period of one (1) month beginning the date on which the offer was sent.
2.1 The prices are net, excluding taxes for unpackaged Merchandise made available at the Vendor’s plants. All fees and taxes the Vendor is liable to pay on behalf of the Buyer shall be invoiced to the Buyer, whether such expenses involve increased duties, taxes, and fees or new duties, taxes, and fees.
2.2 Unless otherwise stated, the invoice is issued in the name of the Buyer, as issuer of the order, and is payable, unless otherwise stated, in cash upon receipt of the invoice. It is payable in the currency indicated on the invoice. For all orders for Merchandise, the Vendor shall invoice the Buyer for a minimum flat rate of 60 Euros.
2-3 The Vendor may, at any time prior to acknowledgement of receipt of the order or within 48 hours after receipt of an order for spare parts, condition the delivery of the Merchandise upon advance payment for any client who has not opened an account with the Vendor and/or who has an outstanding balance. The Vendor may also set a credit limit for each Buyer and require certain guarantees based on risk exposure, namely in the event that the Buyer’s credit deteriorates. Under no circumstances may payments be suspended or subject to any type of compensation, without the prior written consent of the Vendor, including in the event of claims made by the Buyer.
2-4 In the event of late or incomplete payment, the Vendor may suspend any delivery and/or cancel all orders in progress after formal notification to the Buyer remains unheeded after 15 days, without prejudice to any and all other legal action or claim for damages and interest. All sums unpaid at the due date of the invoice shall immediately incur a penalty of 3 times the legal interest per week of delay, payable upon simple request from the Vendor. a legal fixed compensation for collection charges of 40 euros will be due.
2-5 Notwithstanding what is specified in the article 2.4, should there be a payment schedule agreed between the Vendor and the Buyer or credit
institution, the non-payment of a single payment by the due date shall incur the immediate payment of all amounts receivable, without prior formal notification, increased by an additional penalty of 30% of the amount of the order in question. Furthermore, any sums due, namely for other orders or deliveries, shall become immediately payable. In addition, the Buyer must reimburse the Vendor for all fees and expenses incurred by the Vendor in recovering the debt, without prejudice to any and all other penalty.
2.6 Whatever the method of shipment requested by the Buyer, all shipments by the Vendor are invoiced as a lump sum or at actual cost. Requests for specialized delivery shall be subject to a billable surcharge.
Deliveries – Delivery deadlines
3.1 The delivery shall be deemed complete once the Merchandise has been made available to the Buyer at the Vendor’s premises or at an alternate approved location (workshop, factory, warehouse, etc.), without customs documentation for export having been completed and without the merchandise having been loaded onto any delivery vehicle. However, upon request from the Buyer and at its charge, the Vendor may organize the loading and transport of the Products
3.2 Except for the firm deadlines stated in the specific conditions, delivery lead times provided upon confirmation of Machine orders are as precise as possible but are provided as estimates only. Orders for spare parts will generally be processed on the day they are received or the following business day if the order is received on a non-business day. The shipment of the order shall take place as soon as possible and, for reasons of efficiency, no acknowledgement of receipt shall be issued. Any and all delay does not justify cancellation of the order.
3.3 No later than 30 business days before the expected delivery date, the Buyer may request, in writing, that the Vendor postpone delivery of the Merchandise, provided that the postponement does not exceed 90 business days. Beyond this date, storage and insurance costs shall be invoiced to the Buyer. 3.4 In addition to all stipulations to the contrary stated in the specific conditions, returns of spare parts are only accepted if the return has been previously authorized in writing. The spare parts must be delivered to the Vendor with all shipping expenses paid and must consist of new merchandise in perfect condition, with the exception of consumables or specific parts (color, special order) that may be neither repaired nor exchanged.
3.5 All spare parts returned shall be credited with a 15% discount if the return is made within 15 days and with a 50% discount between 15 and 30 days. No reimbursement shall be issued after this period. No reimbursement shall be issued for any items with a unit price of less than 60 Euros.
3.6 All claims regarding apparent defects or the non-conformity of the P r o d u c t s delivered in relation to the Merchandise ordered and/or with the packing list must be stated on the shipping note and confirmed by letter to the Vendor with acknowledgement of receipt within 72 hours of receipt of the delivery. In the absence of said notification, the delivery shall automatically be deemed compliant and no claims may be considered. The Buyer is responsible for taking all necessary or required precautions with respect to the transport contractor for any and all claims.
Transport – Risk transfer
4.1 Risks related to the Merchandise as well as any damage caused or suffered by the Merchandise, notwithstanding the title retention clause below, are deemed as transferred from the Vendor to the Buyer: (i) for spare parts, at the moment they are made available by either the transport contractor or the Vendor, as the case may be, (ii) for Machines, at the moment the Vendor has made said Machine available to the Buyer or another person designated by the Buyer, said person not being released from this liability upon the arrival of any transport vehicle at the approved destination.
4.2 In the event of delivery at the Vendor’s site, the Merchandise travels at the risk of the Buyer, who is personally responsible for any average or damage occurring during transport or during loading and unloading of the Merchandise, including in the event that these operations are carried out by the Vendor.
4.3 The Merchandise shall be shipped according to the invoicing conditions defined in Article 2.6.
5.1 Notwithstanding the transfer of risks, the Vendor retains the title to the Merchandise until full payment of the main price and all additional fees.
5.2 The Buyer agrees to keep the Merchandise in good working order until full payment of the sums due. Namely, the Buyer is obligated to use the Merchandise in accordance with the instructions given to the Buyer by the Vendor, as stated in the manual of use and maintenance.
The Buyer is forbidden, under any circumstances, to resell the Merchandise or to pledge or transfer the title to the Merchandise, as a guarantee, as long as the price has not been paid in full to the Vendor.
Under the present general sales conditions, the simple transfer of title, which results in an obligation to pay, does not constitute a payment. The original debt of the Buyer to the Vendor retains all guarantees attached to it, including retention of the title, until full payment is made.
5.3 As guardian, the Buyer must take out insurance guaranteeing the Merchandise from delivery until full payment of the price and must provide proof of this insurance at the first request of the Vendor. Should the Product be seized or be subject to any other operation by a third party, the Client must inform the Vendor in a timely manner so that the Vendor can take action against the seizure or other operation and exercise the Vendor's right to recover the Product
Warranty and spare parts
The Buyer is informed and agrees to accept the guarantee provisions available at the following link:
7.1 The Client is informed and accepts the fact that the machine can be equipped with data sensors allowing Haulotte to locate the machine’s position, to know some of its movements as well as information taken up by certain sensors. The Client commits itself to inform the users and the possible buyer in case of resale.
The Buyer undertakes to inform its users and the possible buyer in case of resale and to obtain their consent to collect the data when this consent is required by law.
7.2 The data collection shall be purely technical and shall not entail any control or monitoring of the manipulations carried out. The Client must comply strictly with the use and maintenance manual supplied with the Product
7.3 The Buyer may exercise his right of access, rectification or deletion on his personal data by sending his request by simple mail to the following address: email@example.com
Liability - Limited
8.1 By express agreement, the Vendor may only be held responsible by the Buyer for direct, material injury and the compensation due from the Vendor may not exceed the sum that the Buyer actually paid for the Merchandise.
8.2 The Vendor and the Buyer agree, by exemption to the common right, that the term of the provision as it relates to the application of the present general sales conditions shall be 18 months.
Force majeure and exemption
9.1 The Vendor may not be held responsible if, for reasons, acts, or circumstances outside the Vendor's control, the Vendor is prevented from fulfilling all or part of the Vendor's obligations or commitments, namely if the recommendations made for the purpose of continuous improvement of machine safety are not respected by the Buyer.
9.2 Accidents affecting production and storage of the Buyer's products, partial or total interruption of the supply of energy or raw materials, namely, transport failures, fire, flooding, breakdown of machines, total or partial strikes, administrative decisions, actions of third parties, war, and all other external events that could delay, prevent, or make it uneconomical for the Vendor to carry out the Vendor's commitments, are contractually deemed force majeure and shall constitute grounds for suspension or termination of the Vendor’s obligations, without recourse by the Buyer.
Jurisdiction and applicable law
10.1 The present general sales conditions and all expressly approved specific conditions constitute the law that must govern the reciprocal obligations between the parties.
10.2 All disputes not resolved amicably fall under the exclusive jurisdiction of the Tribunal de Commerce (Commercial Court) of Saint-Etienne (42100) in France, which shall be the sole competent court including for cases involving the involvement of third parties and multiple defendants. These provisions are not subject to change as a result of any specific clauses concerning location and methods of delivery and payment.
10.3 All questions concerning the present general sales conditions and the sales they govern not treated by the present contractual stipulations shall be governed by French Law, to the exclusion of all other laws, and additionally, by the Vienna Convention on the International Sale of Goods.
Specifications for orders placed on the web site « www.myhaulotte.com»
11-1 The web site myhaulotte.com (hereinafter the Site) groups spare parts marketed by the Vendor. Access to the Site is reserved to professionals who are already registered as clients of the Vendor.
11-2 Use of the Site implies full and unconditional acceptance by the user of all provisions of the present general sales conditions.
11-3 The Vendor agrees not to divulge the information communicated by Buyers on the Site to third parties. This information is confidential. It shall only be used for by the Vendor's internal services for the processing of the Buyer’s order and to improve and personalize communication, namely through informational letters and emails.
11-4 Whatever the circumstances, the Buyer may exercise his/her right to access the file and to correct or eliminate any information concerning the Buyer by sending a written request to the following email address: firstname.lastname@example.org