1 – GENERAL PROVISIONS
These General Terms and Conditions of Sale define the rights and obligations of the Seller, “LA FRAPPE ARDENNAISE,” and its Customer.
No special conditions may prevail over these General Terms and Conditions unless formally accepted in writing by the Seller.
The fact that the Seller does not enforce any of these General Terms and Conditions at a given time shall not be interpreted as a waiver of the right to enforce them at a later date.
2 – OFFER AND ORDER
Any order implies the Customer’s unconditional acceptance of these General Terms and Conditions of Sale.
A customer price request leads to the issuance of a quotation reflecting the requirement. After the validity date indicated on the quotation, it becomes null and void.
Only the order acknowledgment issued by the Seller constitutes the official reference document. The sale is deemed concluded on the date of issuance of the order acknowledgment by the Seller. The Customer then has 3 working days to contest it. After this period, orders may no longer be canceled, even partially. Any subsequent cancellation will result in invoicing proportional to the progress of the order.
3 – STUDIES AND DRAWINGS
Unless otherwise agreed in writing, the manufacture and delivery of the ordered products, their resale, and the provision of services do not transfer to the Customer any ownership rights of the Seller over its manufacturing studies, prototypes, models, drawings, or any other trade secrets. The same applies to studies proposed by the Seller to improve product quality or reduce costs by modifying the initial specifications. If accepted by the Customer, the terms of their use must be agreed upon with the Seller. Documents and drawings shall remain the property of the party that provided them.
4 – PACKAGING
Unless otherwise agreed, products will be delivered in non-returnable packaging. Recycling and/or disposal of packaging shall be the responsibility of the Customer.
5 – PRICES, LEAD TIMES AND QUANTITIES
Our prices and lead times are final at the time of issuance of the order acknowledgment.
In the event of discrepancies between the initial quotation and the order, the order is put on hold and a new quotation is issued. The order acknowledgment is only issued after validation of this new quotation by the Customer. Production lead times start from that moment.
Delivery times are indicated on the order acknowledgment as accurately as possible. They are calculated excluding holidays and public holidays. They may differ from those indicated in the initial quotation depending on machine workload, tooling delivery fluctuations, and raw material availability at the time of order placement. These lead times may also vary due to factors beyond our control or force majeure events, including but not limited to strikes, war, riots, fire, accidents, power outages, or natural disasters. Any change in delivery time indicated on the order acknowledgment will be communicated to the Customer as soon as possible. Delivery delays shall not give rise to damages, penalties, or order cancellation. Delivery within the agreed timeframe is subject to the Customer being up to date with its obligations.
Unless otherwise specified, delivery quantities comply with standard NFE 25007.
6 – TRANSPORT
6A – Shipping costs
Unless otherwise agreed in writing, shipping costs are borne by the Customer. For deliveries with shipping included, the Seller reserves the right to choose the carrier. Any modification requested by the Customer to standard delivery conditions will be invoiced. Partial deliveries may occur and will be invoiced proportionally. If partial delivery is requested by the Customer, additional transport costs will be borne by the Customer.
6B – Compensation conditions in case of transport dispute
In case of damage upon delivery, the Customer must strictly follow these procedures:
- Refusal of goods: If damage to the packaging is observed, the Customer must, where possible, refuse the goods upon delivery.
- Acceptance with reservations: If the Customer accepts the goods despite damage, they must note clear, precise, and quantitative reservations on the carrier’s delivery receipt. These reservations must describe in detail the observed issues (e.g., “packaging torn on the right side, contents partially visible”).
- Document submission: Within 24 hours, the Customer must provide a copy of the signed receipt with reservations and any supporting documents or photos.
Failure to comply with these conditions will result in the rejection of any claim.
7 – TRANSFER OF RISK
Unless otherwise agreed, risk is transferred at the time of loading or handover to the Customer or its designated carrier. In the case of prepaid or free shipping, risks remain with the Seller until handling by the Customer.
8 – PAYMENT
Any first order gives rise to the opening of an account in which the payment terms will be specified. Failing this, goods are payable within 45 days end of month from the invoice date (in accordance with Article 21 of the LME law dated 04/08/2008) by check or bank transfer. Payment is deemed complete only upon full settlement on the due date. Any amount not paid by the due date indicated on the invoice will result in the application of penalties calculated on the basis of five times the legal interest rate. Late payment penalties shall be payable without prior notice from the day following the payment due date indicated on the invoice. In accordance with Articles L441-3 and L441-6 of the French Commercial Code, a fixed recovery fee of €40 will be charged on each invoice in the event of late payment. Any request to modify payment terms, payment methods, or the use of advance payments must be subject to a written agreement. Debit notes are prohibited. Financial deductions on invoices are only granted by credit note, i.e., after validation by the Seller. In the event of early payment, a discount of 0.5% per month will be granted.
9 – ACCEPTANCE AND NON-CONFORMITIES
In the absence of specifications defining the inspections, tests, and checks to be carried out on the products, the Seller performs only standard production checks.
Claims relating to apparent defects or non-conformity of the delivered product compared to the ordered product must be submitted in writing within a maximum of thirty working days from the date of issuance of the delivery note. The Customer must provide all evidence supporting the existence of the defects or anomalies observed. The Customer shall allow the Seller every opportunity to verify these defects and remedy them. The Customer shall refrain from intervening on the product or involving a third party. Without prior written agreement, such actions will result in the cancellation of the non-conformity claim. Each batch of parts must not be mixed with other batches, otherwise the non-conformity claim will be void. Any product return must be subject to a prior written agreement between the Seller and the Customer. Any product returned without such agreement will not give rise to a credit note, and the costs and risks of return shall be borne by the Customer. In accordance with transport regulations, non-conformities related to the delivery of goods must be handled directly between the Customer and the carrier by registered mail. Without this procedure, the Seller will not be able to consider any transport-related claims.
10 – RETENTION OF TITLE CLAUSE
Goods sold by the Seller remain its property until full payment of the price and all taxes relating to the delivered products has been made, without the Customer being entitled to invoke this to refuse payment when due. These provisions do not affect the transfer of risk (see “7 – TRANSFER OF RISK”). Ownership of the goods is retained by the Seller until full payment of the price in accordance with Law No. 95-1442 of 31/12/1992. Customers undertake to take all necessary measures to clearly identify the goods. In the event of resale, the Seller may also claim payment from third-party purchasers, whom the Customer undertakes to inform of the retention of title clause. The Seller reserves the right to reclaim the goods, without prior formalities and upon simple request, even after a court decision declaring judicial settlement or liquidation of the Customer, under the conditions provided by law. The Customer shall bear all costs related to inventory, return, or legal proceedings arising from the exercise of this right.
11 – LIMITATION OF LIABILITY AND WARRANTY
The full warranty applies only to delivered products that have not been modified. All other cases will be subject to insurance assessment to determine liability, which is limited to the amount covered by the Seller’s civil liability insurance policy.
12 – JURISDICTION
In the event of a dispute, French law shall apply exclusively. Contract law remains governed by French law. The courts within the jurisdiction of the Seller’s registered office shall have exclusive competence, regardless of the terms of sale, purchase conditions, or agreed method of payment, even in the case of third-party claims or multiple claimants or defendants. The French version of these General Terms and Conditions of Sale shall remain the reference document in the event of a dispute concerning a translated version. If one or more provisions of these terms are held to be invalid or declared as such by a competent legal authority, the remaining provisions shall remain fully valid and enforceable.