Fuji Electric France's General Conditions govern the relationship between the company and its customers. These conditions set out standards for the sale of products and the provision of services, as well as warranties, liabilities and other obligations.
1 - PREAMBLE:
The present conditions are applicable regardless of the purchaser's general conditions of purchase. Any modifications made to them by the parties involved require express written agreement. Any dispute arising in connection with this contract shall be subject to the exclusive jurisdiction of the Court of our registered office, or to the Rules of Conciliation and Arbitration of the International Chamber of Commerce, even in the event of multiple defendants or the introduction of third parties. The applicable law is French law. All rights, expenses, in particular banking and litigation expenses, and taxes of any kind to which the execution of the present contract may give rise, shall be borne by the purchaser.
2 - TENDERS:
Tenders are drawn up on the basis of the datasheet supplied by the purchaser. Unless otherwise agreed, quotations are valid for 3 months. After this period, we reserve the right to revise our lead times & prices.
Any modification or cancellation of an order requested by the purchaser must be made in writing. They may not be taken into consideration if they are received at an advanced stage of production. They may entail a postponement of the delivery date and the corresponding costs. Any modification or cancellation requires written confirmation from our company.
All orders imply unreserved acceptance of these general terms and conditions of sale. No clause to the contrary, not expressly reproduced by our company in the acknowledgement of receipt of the order, will be accepted.
3 - CONFIDENTIALITY :
The customer is always bound by a general obligation of confidentiality towards Fuji Electric France. Any exchange of information, even verbal, is confidential.
4 - FORMATION / PERFORMANCE / TERMINATION OF THE CONTRACT:
The contract is deemed perfect when, on the basis of an order, the seller has sent a written acceptance to the buyer, by means of an acknowledgement of receipt. Execution of the contract will only begin once the deposit specified in the order has been received. The contract will be executed in accordance with its terms, with any modification requiring an amendment. The seller shall be entitled to terminate the contract if the purchaser defaults, for any of the following non-limitative reasons:
- non-compliance with payment deadlines
- non-compliance with its obligations relating to the performance of the contract and any amendments thereto.
In addition, in the event of the death or incapacity, dissolution or modification of the debtor company, or the sale, incorporation or transfer of any business assets whatsoever, the contract may be terminated ipso jure by the seller.
5 - PLANS & DOCUMENTS:
The technical characteristics, prices, performance and other data appearing in catalogs, prospectuses, circulars, advertisements and price lists are for information only. The seller is, and remains, the exclusive owner of the studies, plans, models and all documents of which the purchaser must have become aware within the framework of the contract. These may only be used by the purchaser and solely for the purposes of executing the present contract. These documents are confidential and may not be distributed, published, reproduced or generally communicated to third parties without the prior, express and written authorization of the seller. Failure to comply with these rules may result in legal action.
6 - SUBCONTRACTING:
The seller reserves the right to subcontract all or part of the studies, supplies, services and work covered by the contract.
7 - CONTROLS & TESTS:
The products are manufactured according to the rules of the trade. Any specific controls, tests or inspections requested by the purchaser are at the purchaser's expense.
8 - PRICES:
Unless otherwise agreed, our prices are exclusive of tax for bare material "ex works", in accordance with the latest version of INCOTERMS. All additional taxes and charges are to be borne by the purchaser.
Any packaging requested is payable by the purchaser, unless otherwise stipulated. They are invoiced at actual cost.
9 - RESERVATION OF OWNERSHIP:
The seller reserves ownership of the goods until full payment has been received for the goods, with the purchaser assuming all risks on behalf of the seller for damage caused to or suffered by the goods as soon as they are made available. The delivery of bills of exchange or any other instrument creating an obligation to pay does not constitute payment within the meaning of the present provision.
The purchaser is authorized, within the framework of the normal operation of his business, to resell the equipment delivered. However, he may neither pledge them nor transfer ownership by way of security. In the event of resale, he assigns to the seller all claims arising in his favor from the resale to the third-party buyer. Resale authorization is automatically withdrawn if the buyer defaults on payment. In the event of seizure or any other intervention by a third party on the goods still covered by the retention of title clause, the purchaser must inform the seller without delay in order to enable the seller to oppose the seizure and preserve his rights.
In the event of non-compliance with these provisions or late payment, the seller may automatically take back the goods. In this case, the seller will be exempted from refunding any advance payments received, insofar as they may be offset against any damages owed by the purchaser (either through the application of a penalty clause, or for restitution costs), or against the value of the goods irregularly processed by the purchaser.
10 - TERMS OF PAYMENT :
The contract determines the terms of payment. Failing this, the following conditions apply:
Terms of payment :
* Orders over €15,000 excluding VAT. 30% on order, 30% during execution and no later than mid-delay, the balance on delivery to the factory.
* Other orders: payment in full on receipt of invoice, according to the terms below.
Payment terms may not be delayed under any pretext whatsoever, even if contentious.
Terms of payment :
Unless otherwise agreed, payments are to be made to the seller's address in euros, net and without discount, within 45 days of the end of the month on the invoice date, in accordance with law no. 2008-776 of August 4, 2008, subject to acceptance by our collection agency. In the case of a first order, cash payment is required.
The seller reserves the right at any time, depending on the risks involved, to set a ceiling on each buyer's overdraft and to require certain payment deadlines or guarantees. In accordance with normal commercial practice, the seller may refuse to accept any forward payment or any new supply.
Payment methods :
By cheque, bank transfer or bill of exchange. We kindly ask our customers to return drafts subject to acceptance within 10 days.
Late payments :
Any invoice not paid by the due date will incur a penalty of 1% per day of delay, limited to 5% of the order amount. In addition, the sums due will automatically bear interest at the legal rate in force plus 50%, without this clause affecting the payability of the debt.
11 - DELIVERY :
The delivery period begins on the latest of the following dates: the date of acknowledgement of receipt of the order, or the date on which the seller receives the information, the deposit or the supplies which the purchaser has undertaken to deliver.
It does not include the annual vacation period. It never constitutes a firm commitment to deliver on a fixed date.
Delays in delivery do not oblige the seller to pay any damages, indemnities or penalties, unless otherwise stipulated and specified in the special conditions. Under no circumstances may they justify cancellation of the order.
The seller is automatically released from any commitment relating to delivery times in the following cases:
- non-compliance with payment terms
- in the event of force majeure or events such as war, revolution, strike, lock-out, requisition, fire, natural disasters, epidemics, manufacturing accident, carrier failure.
- for any reasons beyond its control, in particular the impossibility of operating the company under normal conditions, the total or partial stoppage of usual sources of supply, the impossibility of delivering or having delivered.
Insofar as possible, the latter will keep the buyer informed of these events in good time.
If the situation thus created continues for 3 months, the seller may terminate the sale, without compensation, by notifying the buyer by registered letter.
Delivery is made according to the terms of the INCOTERMS in force. The transfer of risks on the products takes place upon dispatch of the goods from the seller's warehouses.
- In the case of international trade, and unless otherwise stipulated in the contract, delivery of equipment is deemed to be "ex works". The goods are deemed to have been delivered before any acceptance tests carried out by the purchaser or his agent. Operations subsequent to delivery "ex works", in particular transport, handling and delivery to site, are at the purchaser's expense, risk and peril, according to the INCOTERM used.
- For sales in France, goods, even when sold carriage paid, travel at the consignee's risk.
In all cases, it is the purchaser's responsibility to check shipments on arrival and to make any necessary reservations with the carrier. At the customer's express request, we will insure the equipment during transport. The actual cost of insurance will be billed to the customer.
If the purchaser does not take delivery of the material on the contractual date, he is nevertheless obliged not to delay the normal due date for delivery-related payments. Storage costs will be billed to the customer at actual cost.
At the customer's express request, the seller will dispatch a technician to carry out commissioning in accordance with the current régie tariff. No intervention can be carried out free of charge without written confirmation from our services.
Free advice and assistance are given in good faith, without any liability on the part of the seller.
12 - WARRANTY :
The seller warrants its products to be free from defects in materials and workmanship for a period of either 1 year from commissioning (if the equipment is used in accordance with the datasheet) or 18 months after delivery (if commissioning is deferred under normal storage conditions).
Our warranty is limited to the equipment offered and the amount thereof. The seller's warranty is limited to the replacement or repair, at the seller's expense and in the seller's workshops, of any parts recognized as defective by the seller's technical services, due to defects in design, materials or workmanship. It is the buyer's responsibility to prove said defects.
Under no circumstances can our guarantee lead to the payment of compensation or damages, whatever the loss suffered.
The warranty does not apply in the following cases:
- non-compliant installation
- use or storage not in accordance with prudence and usage
- intervention or disassembly of the equipment by a person not authorized by the seller, or any modification made to the product without the seller's knowledge. - lack of supervision or maintenance
- modification of operating conditions
- chemical attack, corrosion or erosion. The construction materials proposed are recommendations, subject in all cases to verification and acceptance by the customer.
The buyer may not use the warranty to suspend or defer payment.
13 - FAX/EMAIL :
The customer agrees that any information exchanged between Fuji Electric France and the customer by fax or e-mail shall be in writing.
14 - END-OF-LIFE OF PROFESSIONAL ELECTRICAL AND ELECTRONIC EQUIPMENT :
The seller undertakes to take back on French territory and to organize the removal and treatment of electrical and electronic equipment, the objects of the sale that have reached the end of their life, in compliance with the provisions of application decree n°2014-928 of August 19, 2014; relating to waste electrical and electronic equipment placed on the market after August 13, 2005 and used electrical and electronic equipment placed on the market up to that date when the seller replaces it with equivalent equipment or equipment providing the same function, applicable on the day of the sale. The seller informs the purchaser of the product via the "www.fujielectric.fr" website of the practical arrangements for implementing this obligation. In accordance with Article 2 of Decree 2014-928 of August 19, 2014, the organization and financing of the removal and treatment of waste EEE subassemblies are transferred to the purchaser producer of electrical and electronic equipment who accepts them.
These provisions only apply to equipment within the scope in force at the time of sale in compliance with Decree 2014-928.
For other products, in accordance with Article L 541-2 of the French Environment Code, the holder of the waste is responsible for its disposal or for having it disposed of.
15 - PROVISIONS RELATING TO THE DENUNCIATION OF THE JOINT COMPREHENSIVE PLAN OF ACTION (JCPOA), CONCERNING THE LIFTING OF SANCTIONS IN EXCHANGE FOR THE PLACING UNDER CONTROL OF IRANIAN NUCLEAR ACTIVITIES BY THE PRESIDENT OF THE UNITED STATES OF AMERICA ON MAY 8, 2018
In order to prevent the negative and legal consequences related to the denunciation of the JCPOA agreement of July 14, 2015 carried out on May 8, 2018 by decision of the government of the United States of America, Fuji Electric France SAS firmly declines any responsibility in any commercial action that may be carried out by third parties otherwise in contact with Fuji Electric France SAS with any Iranian customer, company or organization.
Consequently, any order established between any customer or distributor of Fuji Electric France SAS on the one hand and an Iranian entity on the other hand :
- Will not be charged or processed directly by Fuji Electric France SAS under any circumstances.
- Will not be shipped directly to Iran by Fuji Electric France SAS if such a request is made by the customer or distributor to Fuji Electric France SAS.
- Will be 100% charged to the customer or distributor of Fuji Electric France SAS and paid for in the event that the Iranian destination is requested by the distributor or discovered by Fuji Electric France SAS only at the time of shipment.
These provisions are effective as of August 22, 2018.
16/ EU EXPORT RESTRICTIONS AGAINST RUSSIAN INVASION OF UKRAINE AND NON-RE-EXPORT CLAUSE TO RUSSIA AND BELARUS
All products sold by Fuji Electric France SAS must not be re-exported, directly or indirectly, to Russia or Belarus. This restriction, which will take effect from October 21, 2024, complies with Regulations (EU) No. 833/2014 and (EC) No. 765/2006, and is in response to restrictive measures against Russia and Belarus. To prevent legal and negative consequences arising from export restrictions imposed by the European Union and other jurisdictions regarding re-exports to Russia and Belarus, Fuji Electric France SAS disclaims any liability for any commercial action that may be taken by third parties in contact with Fuji Electric France SAS regarding any Russian or Belarusian customer, company or organization.
Consequently, all orders placed between any customer or distributor of Fuji Electric France SAS, on the one hand, and a Russian or Belarusian entity, on the other:
17/COMPLIANCE WITH INTERNATIONAL NON-PROLIFERATION AND EXPORT CONTROL REGULATIONS
All products supplied by Fuji Electric France SAS are subject to strict compliance with international non-proliferation and export control laws. Importers of these products confirm that the goods will not be used in connection with nuclear, biological or chemical weapons, or missiles capable of delivering such weapons, nor will they be supplied to entities sanctioned under the following lists:
Importers also confirm that any re-export or sale to third parties will be carried out in accordance with the export control laws of the countries of origin/supply and receipt, as applicable. This includes ensuring compliance with all relevant international regulations and sanctions concerning the end use and end user of the products.
1 - ACCEPTANCE OF THE GENERAL CONDITIONS OF PURCHASE
Acceptance of the order irrevocably implies acceptance of our General Purchasing Terms and Conditions (G.P.C.).
The supplier waives the right to take advantage, in any form whatsoever, of any clauses included in its own documents if they are contrary to the present G.P.C.
Any reservations by the supplier on this point will be deemed unwritten.
Any clause not stipulated in these G.C.A. must be expressly agreed.
No one may under any circumstances rely on a tacit agreement on our part.
We are bound only by documents signed by an authorized person and referring to these general terms and conditions.
2 - PRICE
Unless otherwise stipulated on the reverse side, the prices indicated will be firm and definitive for the duration of the execution of this order. They are carriage paid and exclusive of VAT. They also include packaging, which must be carried out in accordance with the rules of the trade.
3 - DELIVERIES
Each delivery must be accompanied by a packing slip bearing the order reference.
Unless otherwise expressly agreed, goods and parts are delivered to us carriage paid and packed, and travel at the supplier's or shipper's risk and peril, whatever the mode and method of transport and shipment.
We do not accept COD shipments.
4 - TRANSFER OF RISK
The transfer of risk takes place at the place of delivery indicated on the order.
5 - DEADLINE
The deadline is mandatory and constitutes an essential element of the contract. Non-compliance may give rise to the application of the resolutory clause provided for in these general terms and conditions of purchase.
Except in cases of force majeure, FUJI ELECTRIC FRANCE shall be entitled to apply late payment penalties in compensation for the loss suffered, which shall be 0.50% of the amount excluding VAT of the delivery in question, per calendar day of delay.
6 - TOOLS
Any tooling created by our suppliers to carry out work entrusted to them, and invoiced to us in any form whatsoever, remains the exclusive property of our company. All parts of these tools must be indelibly marked with our company logo and the part number(s) they are used to make. Unless otherwise agreed in writing by us alone, such tooling will be used exclusively to meet our orders. All drawings, models, parts and samples communicated to our suppliers are and remain our property under all circumstances.
These tools will be stored and maintained by the supplier in accordance with the rules of the trade: however, we reserve the right to recover them without opposition when we consider it useful, and in particular in the following cases:
7 - SECRET
Any document given by FUJI ELECTRIC FRANCE to the supplier remains the exclusive property of our company; it may not be reproduced or communicated without its prior written consent and may only be used for the benefit of FUJI ELECTRIC FRANCE. It will be returned after use.
The supplier is always bound to FUJI ELECTRIC FRANCE by a general obligation of confidentiality. Any exchange of information, even verbal, is confidential.
8 - ACCEPTANCE - INSPECTION
FUJI ELECTRIC FRANCE always reserves the right to carry out technical verifications and to communicate the conclusions to the supplier.
The signing off of a delivery note or delivery slip can under no circumstances be considered as acceptance of the goods. In the event of goods not conforming to the order datasheet , the supplier undertakes to take back the goods at its own cost and risk, and to replace them as soon as possible.
9 - GUARANTEES
Unless otherwise stipulated by us, the warranty covering any construction defect or defect in the goods is one year from the date of receipt at our factory. This warranty covers, in particular, replacement supplies, labor and travel expenses.
The supplier must remedy any apparent or hidden defects in the goods with all due diligence and in full, at his own expense. He shall also remedy the consequences of such defects for our customers, third parties and ourselves.
10 - PAYMENT TERMS (Unless otherwise stipulated on the purchase order)
Our invoices are paid only after complete delivery of the order.
Payment is made by cheque or bill of exchange within 45 days of the end of the month.
In the event of partial rejection of the goods delivered, invoices are paid only after receipt of a credit note for the value of the rejected delivery. Our company expressly reserves the right to automatically deduct from its suppliers' invoices any sums they may owe us for any reason whatsoever.
11 - RETENTION OF TITLE
FUJI ELECTRIC FRANCE rejects any retention of title clause.
12 - RESOLUTORY CLAUSE
In the event of non-performance by the supplier of any of its contractual obligations, the purchaser may, after formal notice by registered letter with acknowledgement of receipt, which has remained without effect, within a week, terminate the contract ipso jure without prejudice to any claim for damages on its part.
13 - COMMUNICATION
The supplier agrees that any information exchanged by fax or e-mail with FUJI ELECTRIC FRANCE shall be in writing.
14 - JURISDICTION
In the event of any dispute concerning the interpretation or execution of this contract, the CLERMONT-FERRAND COMMERCIAL COURT shall have sole jurisdiction, even in the event of a warranty claim or multiple defendants.
French law shall apply, to the exclusion of the provisions of the United Nations CONVENTION on Contracts for the International Sale of Goods of April 11, 1980.
