Our general terms of sale govern all of our dealings with our clients, even in the case of an order by fax, e-mail or other written medium on which our terms are not stipulated. They take precedence over all contrary general purchasing conditions. Any clauses to the contrary featured on the purchaser's order which are not accepted beforehand in writing by ARELCO will be considered null and void.
We will not be considered bound by verbal commitments which may be entered into by our representatives or employees unless these are confirmed by us in writing.
Only the French language version of our general terms of sale will be considered valid in dealings with our clients. In the event of litigation or disputes concerning differences due to translation, the French version will take precedence in all circumstances.
1- QUOTATIONS
Our quotations are valid for a period of two months as from their date of issue. Beyond this deadline they will no longer be considered binding upon ARELCO
2- ORDER ACCEPTANCE - CANCELLATION
In order to be considered as valid, any order from a client must be accepted by us in writing. Any purchasing conditions stipulated by clients, whether printed or otherwise, will not be binding upon us unless these have been expressly accepted by ARELCO at the time the order was booked. Any conditions or modifications announced by the client which are not detailed in the quotation and not accepted expressly by us will not be considered binding upon ARELCO. The order will comprise the exact equipment specified in our quotation, and implies the unreserved acceptance of the present general terms of sale by the client.
ARELCO will not accept the orders under 150 Euros without taxes.
Due to the specific nature of the equipment marketed by ARELCO, no cancellation of the order by the client will be accepted. ARELCO reserves the right to invoice all costs, charges and expenses incurred, at a level of up to 100% of the order value. ARELCO is unable to accept orders below a minimum invoice value. Below this sum, administration charges will be billed.
3- EXPORTS
The client agrees to inform ARELCO of the final destination of the equipment covered by the order in order to meet the requirements of the various rules applicable to countries subject to embargos.
Those clients wishing to export equipment outside the countries of the European Union agree to observe the applicable international trade rules, taking full account of the list of countries subject to embargo, with all of the economic and financial consequences this entails.
ARELCO will bear no liability in the event of a false declaration or a failure to abide by international trade rules on the part of the client. In such circumstances, the inability to deliver may not be cited as justification for a refusal to pay.
4- PRICES
The prices shown on our quotations are drawn up for merchandise dispatched ex-works from Fontenay-sous-Bois. The prices and information featured in our catalogues, prospectuses and price lists are provided for information purposes only and we reserve the right to modify these without notice. Transport and customs clearance in the final country of destination are at the client's cost.
5- TRANSPORT AND PACKAGING/SHIPMENT
Transport, insurance and (non-returnable) packaging are charged as extras. The organisation and cost of transportation and temporary importation for repairs for machines under warranty shipped to ARELCO are at the responsibility and cost of the sender. The client should inspect the merchandise at the time of delivery.
In order for any complaints/observations to be considered valid by ARELCO, it is the responsibility of the client in all cases to:
- Check the condition and quantity of the merchandise received at the time of delivery, if necessary by opening the packs in the presence of the haulier/delivery company,
- Clearly state any observations/problems on the delivery notes in the event that damaged or missing items are noted, specifying the nature and scale of the problem concerned.
When transportation is handled by a forwarding agent selected by ARELCO, in the event of damaged or missing items the client should confirm his comments to ARELCO by registered letter within 48 hours of delivery.
When the transportation is carried out by a haulier selected by the client, it is the responsibility of the client to inform his haulier of such problems within the deadlines agreed contractually with him.
When the transportation of equipment subject to regulations concerning the carriage of hazardous goods is not carried out by ARELCO, we may not be considered liable for any incidents occurring. Moreover, the client must inform his haulier of the nature of the shipment and ask him to deploy the various means and resources required in conformity with the ADR decree of June 1, 2001 (modified). In particular, the recipient will bear the liability incumbent upon him under the terms of article 4 of this decree.
Merchandise sold which is made available to the client on our premises will travel at the client's risk. The stated shipment/delivery dates are provided for information purposes only. We will refuse any late performance penalty unless agreed otherwise in writing. Under no circumstances may delays be cited as grounds for the cancellation of the order, for a revision of the prices or for the payment of compensation unless expressly agreed beforehand by us.
6- RETURNS
Any possible return of new equipment may only go ahead following the issuing of a written agreement by our sales and technical departments, on a carriage paid basis, and within a maximum period of one month following receipt.
Except in the event of an error on the part of our company, given the highly specific nature of the equipment which we market, ARELCO reserves the right to invoice all costs incurred up to a value of 100% of the order cost for custom equipment.
All products taken back must be in a condition making them suitable for resale and must be packed in their original packaging. If it is found that new equipment returned to us is damaged, ARELCO reserves the right to demand payment in full of the invoice for the item concerned.
7- ASSEMBLY AND COMMISSIONING
The commissioning, assembly and/or installation charges are not included in the equipment prices, and will be invoiced as a separate service. ARELCO reserves the right to refuse this service if the physical conditions requested beforehand from the client in writing are not met on the agreed installation date. The new costs incurred will be borne by the client. Once the installation is complete, it is the responsibility of the client to state any observations or reservations on the acceptance report. In the event of contestation, this report will be considered valid. It should be noted that ARELCO provides the dates for the performance of the service for information purposes only. If the assembly and installation are carried out by a third party, the client agrees to ensure that the said third party strictly abides by the usage and assembly recommendations issued by ARELCO.
8- DELIVERY DATES
These are provided in good faith and for information purposes only. They are always specified in our special terms of sale which form an integral part of our quotations. Unless agreed otherwise, no failure to abide by delivery or installation dates may be cited as grounds for damages. If ARELCO is delayed in, or prevented from performing any of its contractual obligations due to acts or omissions on the part of the client, the delivery deadlines or prices stipulated in the contract may be extended or increased.
9- WARRANTY
Unless a deadline was expressly mentioned at the time of sale, the warranty for the equipment manufactured and marketed by ARELCO will be valid for one year as from the date on which it leaves our factory. Any repairs, modifications or part changes performed by ARELCO during the warranty period will not extend the said period.
For merchandise supplied by other manufacturers, it is the manufacturer's warranty which will apply.
ARELCO may not be considered liable for any faults due to the normal wear and tear of the equipment and work carried out, to any failure to observe ARELCO's instructions with regard to storage, installation and use, to unsuitable maintenance conditions, and to modifications and/or repairs which were not authorised by ARELCO beforehand in writing.
9-A Supplies: In the case of equipment supplied, whether installed or otherwise by us, the warranty covers labour costs and the provision of parts following any material/design defect and any failure to attain performance levels. The carriage costs for shipping the faulty equipment or parts to our factory will be borne by the purchaser, as well the cost of repairs carried out at the installation site, the travel and accommodation costs of our employees, in addition to the time spent on preliminary work or dismantling and reassembling operations made necessary by the usage or siting conditions of this equipment, and concerning elements not included in the supplies in question. The cost of returning the repaired or replaced equipment or parts will be at ARELCO expenses. The parts replaced free of charge must be made available to us if we request this and will become our property once again. Electrochemical cells, pumps, filters, heating elements, chromatography columns, certain seals and other parts subject to rapid wear are only guaranteed for a period of three months.
No compensation for direct or indirect losses, operating losses or consequential losses of any nature may be claimed on any grounds whatsoever.
9-B Contract work: Regarding all contract work carried out, we exclusively guarantee production conforming to the sizes, tolerances and specifications supplied to us. If we are required to supply the materials, in the event of substandard or defective parts we are only required to replace these free of charge, with no possibility to claim damages or compensation from us. When the material or parts are supplied by the client, in the event of substandard production which does not result from a defect inherent to these, we are committed to either issuing a credit note corresponding to the contract price for the rejected parts or to repeating the work with the aid of the materials or parts required, provided to us by the client, at the client's choice. Unless the contract expressly provides for this, we will only be considered liable for the loss or deterioration of the materials or parts conferred upon us if it is shown that serious failings occurred with regard to the habitual standards of prudence and diligence normally required for work of this nature. Concerning the travel and accommodation costs of our staff, in addition to any labour required in order to re-perform contract work, reference will be made to the contract of sale signed between the parties.
9-C Repairs:
Repairs will be subject to a three-month warranty (for work carried out and parts replaced, excluding consumable items (cells, filters, radioactive sealed sources etc.) unless expressly agreed otherwise).
The identification of a defect, (the burden of proof for which is incumbent upon the purchaser), will not entitle the latter to retain all or part of the sales price pending the performance of the repairs.
In case the customer refuses the repair suggested, ARELCO will charge the minimum order amount of 150 Euros (excluding freight charges) for the labour.
Staff protection: for any repair a certificate of non-contamination or non-exposure must be provided together with the equipment, if the certificate is not provided, ARELCO will not proceed with the repair.
If the equipment is not collected by the customer within 1 year, ARELCO will send a recorded delivery letter to inform that the goods are available for collection. Without an answer from the customer within 15 days the property of the good will be considered as having being transferred to ARELCO.
10- CASES OF FORCE MAJEURE
The company is only liable for the performance of the orders that it has accepted on condition that no abnormal circumstances hinder or prevent production or delivery. It is contractually agreed that a wide interpretation of the notion of force majeure will be accepted by the parties.
Among other things, the parties hereby agree (without this list being in any way exhaustive) that this notion will cover total or partial strikes, accidents, riots, state of war, sabotage, fires, frost, epidemics, floods, transport stoppages, raw material or energy supply problems or any other circumstances resulting in delays with, or the cancellation of all or part of the order, the performance of which has been suspended. In such circumstances, the company will inform the purchaser in writing (including by fax or e-mail) within 72 hours following the discovery of the delay in question.
The occurrence of such an event will not give rise to compensation.
Should the event last for more than 30 days as from the date on which it first arises, the contract of sale concluded by the company and the purchaser may be cancelled by the most vigilant party, in writing, with no possibility for either party to claim damages or compensation.
11- LIABILITY
ARELCO's total liability for any claim or losses may not exceed the contractual price. ARELCO may not be considered liable for any consequential loss of profit, loss of contracts, loss of use or loss of data directly or indirectly arising as a result of the use of its equipment or facilities.
12- SUBMISSION OF COMPLAINTS
Except in the event that special clauses to the contrary are mentioned in the contract of sale, no complaint will be considered following the expiry of a period of eight days as from the delivery date or the date on which work is carried out. All complaints must be sent by registered letter.
13- PAYMENT TERMS
13.1 - Unless terms to the contrary have been expressly granted by ARELCO, our invoices are payable by bank transfer before the shipment of the equipment or by means of an irrevocable letter of credit confirmed by our bank, with all bank costs being borne by the purchaser. Under the terms of the present agreement, an invoice will be considered as paid when the sums concerned are actually credited to our bank account, i.e. 10 days after the said payment is cashed in our bank account. Outstanding receivables may not be offset by the client in order to claim payment of outstanding sums unless agreed by us in advance in writing.
13.2 - Late payment penalty clause: Any late payment will result in the imposition of a penalty equal to the official interest rate multiplied by seven, calculated on a pro rata basis according to the sums remaining due. Penalties are applicable from the first day after the invoice payment date.
13.3- Penalty clause: Any failure to pay by the established payment due date will result (following the issuing of formal notice by registered letter, this remaining fruitless) in the imposition of a compensatory penalty equal to 15% of the sums due.
13.4 - Acceleration clause: Any delay in payment will entitle the vendor to demand the immediate payment of all sums owed by the purchaser.
13.5 - Cancellation clause: Should the purchaser fail to pay the required sums on the payment due date, the sale will be cancelled "as of right" and all orders underway suspended if ARELCO sees fit, 10 days following the sending of formal notice stating the vendor's intention to avail himself of the present clause, should such notice remain fruitless.
14- RETENTION OF TITLE
Retention of title clause:
Our products are sold subject to a retention of title until payment in full has been received, this being taken to refer to the actual receipt of the payment in our account as per the terms described in article 13, in addition to the payment of all costs, charges or interest. However, it is formally agreed that the risks are transferred to the purchaser at the time the merchandise leaves ARELCO's premises.
15- LEGAL COMPETENCE
Any questions concerning the present agreement and the sales governed by it which cannot be dealt with under the terms of the special contractual clauses will be governed by French domestic law. In the event of any litigation connected with our activities, any dispute will be considered as the exclusive competence of the Tribunal de commerce (commercial court) of Créteil, including in the case of summary proceedings, special injunctions, multiple defendants or the introduction of third parties.