General Terms of Sale (Ref. 1103)

1 – Scope

The sales made with Siem are exclusively governed by these general terms of sale, to the exclusion of all other documents such as brochures, catalogues or documentation issued by Siem, which are not binding and only given for your information.

Acceptance of our proposals implies unconditional acceptance of these general terms of sale that solely govern our sales, to the express exclusion of the buyer’s general terms of purchase or any other document emanating from the latter, the stipulations therein being cancelled as of right and without formality.

2 – Order

The Customer must place a written order with Siem. The order becomes firm and the sales contract is only entered into when Siem accepts the order, by means of an order acknowledgement sent to the Customer. The undertakings made by sales agents are only valid after Siem ratifies them. If no order acknowledgement is sent, the sale will be deemed effective on the delivery date of the order.

Any order fulfilled by Siem must be honoured by the Customer, who will notably be required to take delivery thereof.

3 – Delivery – Procedures – Deadlines

Unless specifically stipulated otherwise by the parties, the delivery is made by direct handover of the products to the Customer, at Siem’s warehouses, or to the carrier chosen by the Customer or, failing which, by Siem. Siem sends the Customer an advice to notify the availability of the products. The delivery times are given as a rough guide and may on no account incur Siem’s liability and/or give rise to penalties for delay, damages, deductions or cancellation of orders, irrespective of the causes, extent and consequences of the delay. Siem will be released from its delivery obligation in case of absolute necessity contractually defined as an event that Siem cannot reasonably control such as but not limited to war, riot, fire, strike, act of God, impossibility of procurement.

4 – Transfer of risk – Transport

Unless specifically stipulated otherwise, the products are sold ex-works (ex-works our warehouses – Incoterms CCI 2000) and travel at the consignee’s risk notwithstanding Siem’s reservation of title clause as stipulated in Clause 9 herein.

Barring any explicit provision to the contrary, the transport is carried out at the Customer’s expense, by the carrier selected by the Customer or, failing which, by Siem.

It is up to the Customer to inspect the products on delivery and to report all findings and reservations to the carrier in case of loss or damage in transit, by registered letter with acknowledgement of receipt or extrajudicial process within three days of taking delivery of the goods (Article L.133-3 of the Commercial Code).

The loss or deterioration of products in transit will be without incident on Siem’s right to claim payment in full for the said products.

The Customer is invoiced for the packaging of goods as well as, where applicable, the transport and insurance.

5 – Non-conformity – Returns

The Customer must inform Siem in writing if the delivery does not comply with the order, within 7 days of the said delivery. After which time Siem will not accept any complaint for non-conformity.

Any return of products not in compliance with the order must be the subject of prior written consent on the part of Siem.

The returned products must be in perfect working order and in their original packaging. The agreed return of products recognized as non-compliant by Siem will give rise to their free replacement, to the exclusion of any compensation or damages.

6 – Prices – Terms of payment

Unless otherwise specified, the products are sold at the prevailing prices on the date of the order. The prices are taken to mean excluding tax. Barring prior consent, the payments are made in Euros in Paris, within no more than 30 days from the delivery date, without discount. Any payment in full of the invoice made before that date will merit a discount of 1% per month for early payment. Bills of exchange or acceptance of payment do not substitute for the principle whereby the payments must be made in Paris.

7 – Late payment or failure to pay

Failing payment within the deadline referred to in Clause 6 above, the Customer will be liable as of right for late payment penalties, in an amount equivalent to applying to the amounts owing an interest rate equal to one and a half times the official rate of interest.

The possible complaints and returns do not exempt the Customer from paying each invoice on its due date.

Failure to pay all or part of an invoice by the agreed due date will lead to immediate payability of the total outstanding balance owed to Siem by the Customer, even if some invoices are not yet overdue and irrespective of the planned method of payment.

Moreover, in case of late payment or failure to pay, 48 hours after serving formal notice to pay by registered letter with acknowledgement of receipt, in vain, Siem will have the option to cancel the sale for all outstanding orders and to demand the return of the products already delivered.

The recovery costs will be payable by the Customer.

8 – Liability

While Siem is responsible for the conformity of its products, on the other hand it cannot be held liable for the outcome of the use or implementation thereof.

Equally, its liability may not be invoked in the event of use of its products by a third party.

Finally, by express agreement, the buyer foregoes taking legal against Siem for any damage, to the exclusion of personal injury, which it might suffer as a result of the delivered products.

9 – Reservation of title

If the payment is not made within the allotted time, Siem reserves the right to take back the products delivered, at the Customer’s expense and risk.

Therefore, until such time as the price is paid in full, the Customer must individualize the products delivered hereunder.

In this respect in particular, the Customer undertakes not to, among other things, mix them with products from other suppliers, integrate them into components, or even incorporate them into equipment, this list being non-exhaustive.

Moreover, it undertakes not to grant the title to these products as security or assign them a guarantee.

Furthermore, the Customer must imperatively inform Siem forthwith in case of attachment order or any other third-party claim, so that the latter may oppose it and defend its rights.

In the event of the Customer’s default on any of these obligations, Siem may demand immediate payment thereof or take back the products still in stock.

Furthermore, in the event of damage in transit to the products when Siem wishes to invoke the reservation of title clause provided for herein, the customer will be liable for the said damage and must compensate Siem for all the losses incurred.

10 – Governing law – Competent court

The sales concluded with Siem are governed by French law. ANY DISPUTE ARISING BETWEEN THE PARTIES RELATIVE TO THE INTERPRETATION AND/OR PERFORMANCE AND/OR TERMINATION OF THE CONTRACT WILL BE BROUGHT BEFORE THE COMMERCIAL COURT OF PARIS, EVEN IN CASE OF CLAIMS FOR THIRD-PARTY CONTRIBUTIONS OR MULTIPLE DEFENDANTS.

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