General terms of sale:

Article 1

Unless otherwise specifically agreed to in writing, any order or modification of order must be made exclusively in writing and, as a matter of law, binds the contracting party to comply with the present general terms and conditions, notwithstanding any stipulation which may appear in any document issued by the purchaser and, especially, its general terms of purchase whenever they are transmitted to our company.

When an estimate is established by our company, it constitutes the particular terms and conditions amending or supplementing the present general terms and conditions.

Should an order be received from the purchaser, said order shall be deemed to be definitively accepted by our company only after our written acceptance. In that event, this acceptance shall constitute the particular terms and conditions.

The catalogues, assembly instructions, technical forms or any other documents shall be considered as an indicative offer in such a way that, in order to meet any technical change or requirement or to respond to the users’ needs, the company may modify them at any time or proceed to the manufacture of adaptations that appear appropriate, without, for that reason, jeopardizing the orders delivered or in the process of delivery.

Article 2

The sale prices are those which appear in the price list in effect at the time of delivery. They may be changed without advance notice as a function of market prices.

The prices are established before taxes and are payable according to the following terms:

– An instalment at the placement of the order. In the event that said instalment is not paid by the customer within the terms thereof, the seller reserves the right to request guarantees of payment or even payment of the total price before delivery;

– The balance upon receipt of the merchandise.

However, specific means and schedules of payment may be granted by the seller to certain customers. In that event, exception to the principle specified above shall be valid only for an expressly defined order.

Return of a single bill of exchange, invoice or any other means of payment unpaid on the due date shall immediately render payable all of the seller’s claims, even those which are not yet due. The seller shall then reserve the right to ask for an additional guarantee and to suspend or cancel all or part of the orders in progress which remain to be executed.

Default of payment for products by the purchaser on the due date, whatever term of payment specified shall result in a penalty equal to twice the legal rate of interest.

Moreover, in compensation for the administrative and commercial expenses incurred, a penalty of 2% of the sums due for each invoice shall apply, with a minimum of 350 USD.

Article 3

The delivery dates are given only as indications. Therefore, late delivery shall not result in the application of penalties or payment of damages and interest against the seller, even should an order be cancelled.

Article 4

The studies, plans, designs and documents provided or addressed by France REDUCTEURS or GENERAL TRANSMISSIONS, Inc remain under its ownership; consequently, they shall not be communicated by the purchaser to third parties for any reason whatsoever.

Moreover, the products sold are protected by letters patent, models or trademarks. Therefore, any person who attempts to appropriate said patents, models or trademarks or imitates any of these elements is in violation of the law and shall be brought, in that regard, before any judicial court with the competence to adjudicate such disputes.

Article 5

Delivery of the merchandise is deemed to occur at the time when it is made available. Unless otherwise stipulated, delivery is thus deemed to be made at the seller’s plants. If delivery is late for a reason which is beyond the seller’s control, it shall be deemed effectuated on the date agreed upon. Therefore, the purchaser is responsible for covering the costs and risks of shipment of the merchandise subsequently to delivery. The seller who acts as forwarding agent of its customer, shall not be held liable for incidents involving shipment of the merchandise, even though the carrier was chosen by the seller.

Upon delivery, the purchaser must inspect the qualitative as well as quantitative conformity of the material delivered. Therefore, any complaint from the purchaser shall be expressed to the carrier on the delivery slip remitted thereby: the complaint shall be addressed to the seller within three days, holidays not included, following receipt thereof, by extrajudicial document or by registered mail, provided that said complaint is justified.

The absence of complaint is deemed to constitute acceptance of the merchandise and clearance of apparent defects and prohibits any subsequent action.

Article 6

All merchandise is sold under reservation of ownership. Consequently, transfer of ownership is deferred until full payment of the price.

In default of its obligations of payment, the purchaser, at its own risk and peril, shall return the unpaid merchandise to the seller. Merchandise in possession of the purchaser is presumed to be that which is unpaid. The sale shall be cancelled, at the seller’s discretion, eight days after a simple notice for payment has remained unsuccessful.

In the event that the unpaid merchandise is not separately identified, the seller may file a claim on any merchandise of the same kind found in the purchaser’s possession.

Article 7

The contractual guarantees apply only if the purchaser has previously satisfied the terms of payment. Regarding a contractual guarantee for hidden defects, said guarantee shall not be invoked for apparent deficiencies and defects of conformity specified in the article covering delivery.

The merchandise may be either unitary parts or sets of parts, not necessarily manufactured in the seller’s workshops. Each item thereof is specifically defined in a form provided to the customer, which indicates the raw material used in its manufacturing, characteristics, dimensions, tolerances and, generally, all information necessary to define compliance of the item or assembly with the above-referenced form, including its conditions of use.

All orders of a customer entail acceptance of the form’s specifications.

In the event of a specific order of a customer, the seller shall provide parts corresponding to the particular requirements thereof in order to effectuate tests and obtain the certification of their characteristics by the customer.

All disputed merchandise shall be returned to the seller’s workshops or to any other location designated thereby. In the event of deficiency observed by the seller, the product, at the seller’s discretion, shall be either replaced or repaired into a proper state and then made available to the purchaser, except in the event of the purchaser’s abnormal use of the product, mistake or negligence. Application of the guarantee is limited to these operations and the purchaser shall in no circumstances hold the seller responsible for any ancillary financial outlays, whether direct or indirect, disbursements, such as labour, immobilization costs, or even packaging and shipment costs, either directly or indirectly caused by the unavailability of merchandise.

This warranty is expressly made in lieu of any and all other warranties express or implied including the warranties of merchantability and fitness.

This guarantee is effective for twelve months from the delivery date.

Moreover, given the fact that certain products are made of individual elements which may be used separately or within a structure, the seller does not have the ability to control the actual conditions of use of these elements by the purchaser. Therefore, the purchaser is solely responsible for the use, either separately or within a structure, of the elements of products supplied by the seller in accordance with the instruction form provided thereto. Particularly, in no event shall the seller be held liable for injuries to persons or for material damages caused by the use of the products under conditions that differ from those conceived, or exceed the limits prescribed by the seller, for the use thereof in the instruction form. In the event that a legal action is initiated directly against the company, and whatever the result of said action, only the purchaser shall definitively bear the cost thereof.

In any event, the seller’s liability shall be released and the guarantee shall be null and void especially:

– when the products are transformed, modified or repaired outside of the seller’s workshops or of those approved thereby;

– when elements of other origin, whatever they may be, are mixed in an assembly with elements and accessories manufactured and distributed by the seller.

– when defects or accidents are caused by negligence, intentional behaviour, incorrect utilization, overload of the products even for a short time, or by the user’s lack of experience.

The purchaser is solely responsible for its products which are made of elements sold by the Seller, including their manufacturing, labelling, placing on the market, marketing and distribution. The purchaser must strictly comply with all applicable laws, regulations and standards regarding its activities.

Any certification and/or assertion about the purchaser’s products for the destination market is made under the sole responsibility of the purchaser; the seller remains available to provide the purchaser with any relevant information regarding the products.

Article 8

For all complaints related to the formation, execution, extinction or interpretation of contracts, the parties attribute competent jurisdiction to the courts sitting in the area of the seller’s head office, which courts are solely competent to adjudicate, even in the event of an invoking of guarantee or plurality of defendants. In no event shall the location, the various modes of shipment or the terms of payment constitute novation or exception to the present provision attributing.

Legal Information

Identité de l’entreprise

  • France REDUCTEURS SA
  • Numéro SIREN : 401297692
  • Numéro SIRET (siège) : 40129769200022
  • Numéro TVA Intracommunautaire : FR92401297692
  • Numéro RCS : La Roche-sur-Yon B 401 297 692
  • Tél : 02 51 66 96 30

Hébergeur site internet

  • OVH
  • Numéro SIREN : 424761419
  • Numéro SIRET (siège) : 42476141900045
  • Numéro TVA Intracommunautaire : FR22424761419
  • Numéro RCS : Lille Metropole B 424 761 419