GENERAL SALES CONDITIONS OF HAULOTTE GROUP Formation of the Contract Title Retention 1.1 The present general conditions govern the relationships between Haulotte GROUP (hereinafter, 5.1 Notwithstanding the transfer of risks, the Vendor retains the title to the Merchandise until full the Vendor) and one of its clients or any third party (hereinafter referred to, interchangeably, as the payment of the main price and all additional fees. Buyer), excluding consumers, who purchase a newly manufactured product or service (hereinafter 5.2 The Buyer agrees to keep the Merchandise in good working order until full payment of the sums referred to, interchangeably, as the Merchandise) delivered by the Vendor, the Vendor being either due. Namely, the Buyer is obligated to use the Merchandise in accordance with the instructions given the manufacturer or re-seller of the Merchandise. Therefore, any clause to the contrary set forth by to the Buyer by the Vendor, as stated in the manual of use and maintenance. the Buyer, in the absence of express approval, shall be non-invocable against the Vendor at any time The Buyer is forbidden, under any circumstances, to resell the Merchandise or to pledge or transfer and regardless of whether or not said clause has been brought to the Vendor’s attention. the title to the Merchandise, as a guarantee, as long as the price has not been paid in full to the 1.2 By virtue of the aforementioned provisions, the placing of the order by the Buyer commits the Vendor. Buyer to comply fully and unconditionally with the present general sales conditions, which the Buyer Under the present general sales conditions, the simple transfer of title, which results in an obligation acknowledges having previously read. to pay, does not constitute a payment. The original debt of the Buyer to the Vendor retains all 1.3 The Buyer may not cancel an order unless written acceptance is obtained from the Vendor. guarantees attached to it, including retention of the title, until full payment is effected. 1.4 For lifting or materials handling equipment (hereinafter, the Machines), the issuing of the 5.3 As guardian, the Buyer must take out insurance guaranteeing the Merchandise from delivery until acknowledgement of receipt of order by the Vendor establishes the agreement between the parties full payment of the price and must provide proof of this insurance at the first request of the Vendor. regarding the item and price, and completes the sale thus approved. Orders for spare parts are tacitly Should the Product be seized or be subject to any other operation by a third party, the Client must accepted by the Vendor who may, in any case, issue reservations regarding the Buyer’s order, inform the Vendor in a timely manner so that the Vendor can take action against the seizure or other namely if the order contains references to codes not found in the catalogue. operation and exercise the Vendor's right to recover the Product. 1.5 Any profit from the order may not be transferred without the prior written consent from the Vendor, Warranty and spare parts including orders for merchandise financed by a credit institution or similar establishment. In this case, 6.1 From delivery onward, the Vendor provides a warranty to the Buyer covering any manufacturing any financing expenses are the responsibility of the Buyer, who must communicate the terms and defects and flaws (including structural defects) of the Merchandise for a period of: (i) 12 months or up conditions to the Vendor 5 business days before the Merchandise is shipped. The Vendor may not be to 1000 hours, whichever comes first, for devices for the lifting of persons, (ii) 12 months or up to held responsible if the Vendor offers financing to the Buyer from one of its preferred partners but this 1500 hours, whichever comes first, for other machines, namely the MJX or the telescopic forklift, (iii) 6 partner refuses financing. months for spare parts. 1.6 All proposals or commercial offers made by the Vendor are only valid for the term stated in the Whatever the circumstances, the warranty only applies if the Merchandise has been used and offer and, by default, for a period of one (1) month beginning the date on which the offer was sent. maintained in accordance with the manufacturer's instructions in the manual of use and maintenance. If the delivery is delayed due to reasons beyond the Vendor’s control, the start of the warranty is Price/Payment postponed until the delivery date, provided that this deferral does not exceed one month. 2.1 The prices are net, excluding taxes for unpackaged Merchandise made available at the Vendor’s 6.2 Under the warranty, the Vendor shall only replace or reimburse those parts recognised as plants. All fees and taxes the Vendor is liable to pay on behalf of the Buyer shall be invoiced to the defective by the Vendor's technical services. (i) For spare parts, full reimbursement or replacement of Buyer, whether such expenses involve increased duties, taxes, and fees or new duties, taxes, and the part is provided. (ii) For Machines that are sold domestically, the warranty covers, unless the fees. specific conditions state otherwise, parts, fluids, labour, and travel within a limit of 250 km round-trip 2.2 Unless otherwise stated, the invoice is issued in the name of the Buyer, as issuer of the order, based on valid rates. Should a sale occur in a territory where the Vendor does not have an integrated and is payable, unless otherwise stated, in cash upon receipt of the invoice. It is payable in the network, the warranty does not cover the costs of labour, service calls, nor travel of the Vendor’s currency indicated on the invoice. For all orders for Merchandise, the Vendor shall invoice the Buyer technical personnel or personnel appointed by the Vendor, nor does it cover travel expenses for a minimum flat rate of 60 Euros. (transport, meals, accommodation) and/or any expenses resulting from the following operations: 2-3 The Vendor may, at any time prior to acknowledgement of receipt of the order or within 48 hours dismantling, re-assembly, on site delivery. after receipt of an order for spare parts, condition the delivery of the Merchandise upon advance 6.3 The warranty is invalidated if the defect is caused by: (i) Work on the Merchandise carried payment for any client who has not opened an account with the Vendor and/or who has an out by the Buyer or by a third party without written authorisation from the Vendor. (ii) The outstanding balance. The Vendor may also set a credit limit for each Buyer and require certain normal use and/or faulty maintenance of the Merchandise (including the cracking or breakage guarantees based on risk exposure, namely in the event that the Buyer’s credit deteriorates. Under no of any part of the Merchandise caused by or resulting from rust or any other deposit or from circumstances may payments be suspended or subject to any type of compensation, without the prior any corrosion or deterioration attributable to chemical or atmospheric conditions). (iii) Force written consent of the Vendor, including in the event of claims made by the Buyer. majeure as hereinafter defined. (IV) Negligence by the Buyer and/or abnormal use of the 2-4 In the event of late or incomplete payment, the Vendor may suspend any delivery and/or cancel Merchandise, and, namely, overload or shock from an external source or incorrect assembly. all orders in progress after formal notification sent by registered post with acknowledgement of receipt (V) Use by the Buyer of spare parts or elements not supplied by the Vendor or recommended to the Buyer remains unheeded after 15 days, without prejudice to any and all other legal action or by the Vendor. claim for damages and interest. All sums unpaid at the due date of the invoice shall immediately incur The warranty also excludes consumables and wearing parts such as tyres, filters, oil, a penalty of 3 times the legal interest per week of delay, payable upon simple request from the windshield wipers, fuses, bulbs, electrical connections, etc., Vendor. Unless expressly agreed otherwise, the Vendor is not obligated to guarantee used 2-5 Should there be a payment schedule agreed between the Vendor and the Buyer or credit Merchandise under any circumstances. institution, the non-payment of a single payment by the due date shall incur the immediate payability 6.4 Any Merchandise returned by the Buyer must be previously approved by the Vendor in writing and of all amounts receivable, without prior formal notification, increased by an additional penalty of 30% must be accompanied by a copy of the initial purchase invoice. The replacement of Merchandise of the amount of the order in question. Furthermore, any sums due, namely for other orders or does not prolong the term of the initial warranty for the Machine. Unless expressly agreed otherwise, deliveries, shall become immediately payable. In addition, the Buyer must reimburse the Vendor for repair work is not in any way guaranteed beyond the proper execution of said work. all fees and expenses incurred by the Vendor in recovering the debt, without prejudice to any and all 6.5 If, due to technical evolutions, the Vendor only has functionally equivalent spare parts available, other penalty. the Buyer is responsible for paying any surcharge specifically related to the additional modifications 2.6 Whatever the method of shipment requested by the Buyer, all shipments by the Vendor are required. invoiced as a lump sum or at actual cost. Requests for specialised delivery shall be subject to a billable surcharge. Liability - Limited 7.1 By express agreement, the Vendor may only be held responsible by the Buyer for direct, material Deliveries – Delivery deadlines injury and the compensation due from the Vendor may not exceed the sum that the Buyer actually 3.1 The delivery shall be deemed complete once the Merchandise has been made available to the paid for the Merchandise. Buyer at the Vendor’s premises or at an alternate approved location (workshop, factory, warehouse, 7.2 The Vendor and the Buyer agree, by exemption to the common right, that the term of the etc.), without customs documentation for export having been completed and without the merchandise provision as it relates to the application of the present general sales conditions shall be 18 months. having been loaded onto any delivery vehicle. However, upon request from the Buyer, the Vendor may organise and assume responsibility for loading the Merchandise for shipment as well as for Force majeure and exemption transporting and insuring the goods composing said Merchandise against damage. 8.1 The Vendor may not be held responsible if, for reasons, acts, or circumstances outside the 3.2 Except for the firm deadlines stated in the specific conditions, delivery lead times provided upon Vendor's control, the Vendor is prevented from fulfilling all or part of the Vendor's obligations or confirmation of Machine orders are as precise as possible but are provided as estimates only. Orders commitments, namely if the recommendations made for the purpose of continuous improvement of for spare parts will generally be processed on the day they are received or the following business day machine safety are not respected by the Buyer. if the order is received on a non-business day. The shipment of the order shall take place as soon as 8.2 Accidents affecting production and storage of the Buyer's products, partial or total interruption of possible and, for reasons of efficiency, no acknowledgement of receipt shall be issued. Any and all the supply of energy or raw materials, namely, transport failures, fire, flooding, breakdown of delay does not justify cancellation of the order. machines, total or partial strikes, administrative decisions, actions of third parties, war, and all other 3.3 No later than 30 business days before the expected delivery date, the Buyer may request, in external events that could delay, prevent, or make it uneconomical for the Vendor to carry out the writing, that the Vendor postpone delivery of the Merchandise, provided that the postponement does Vendor's commitments, are contractually deemed force majeure and shall constitute grounds for not exceed 90 business days. Beyond this date, storage and insurance costs shall be invoiced to the suspension or termination of the Vendor’s obligations, without recourse by the Buyer. Buyer. 3.4 In addition to all stipulations to the contrary stated in the specific conditions, returns of spare parts Jurisdiction and applicable law are only accepted if the return has been previously authorised in writing. The spare parts must be 9.1 The present general sales conditions and all expressly approved specific conditions constitute the delivered to the Vendor with all shipping expenses paid and must consist of new merchandise in law that must govern the reciprocal obligations between the parties. perfect condition, with the exception of consumables or specific parts (colour, special order) that may 9.2 All disputes not resolved amicably fall under the exclusive jurisdiction of the Tribunal de be neither repaired nor exchanged. Commerce (Commercial Court) of Saint-Etienne (42100) in France, which shall be the sole 3.5 All spare parts returned shall be credited with a 15% discount if the return is made within 15 days competent court including for cases involving the involvement of third parties and multiple and with a 50% discount between 15 and 30 days. No reimbursement shall be issued after this defendants. These provisions are not subject to change as a result of any specific clauses period. No reimbursement shall be issued for any items with a unit price of less than 60 Euros. concerning location and methods of delivery and payment. 3.6 All claims regarding apparent defects or the non-conformity of the Merchandise delivered in 9.3 All questions concerning the present general sales conditions and the sales they govern not relation to the Merchandise ordered and/or in relation to the packing list must be stated on the treated by the present contractual stipulations shall be governed by French Law, to the exclusion of shipping note and confirmed by letter to the Vendor with acknowledgement of receipt within 72 hours all other laws, and additionally, by the Vienna Convention on the International Sale of Goods. of receipt of the delivery. In the absence of said notification, the delivery shall automatically be deemed compliant and no claims may be considered. The Buyer is responsible for taking all 10- Specifications for orders placed on the web site « www.easy-spare-parts.com» necessary or required precautions with respect to the transport contractor for any and all claims. 10-1 The web site easy-spare-parts.com (hereinafter the Site) groups spare parts marketed by the Vendor. Access to the Site is reserved to professionals who are already registered as clients of the Transport – Risk transfer Vendor. 4.1 Risks related to the Merchandise as well as any damage caused or suffered by the Merchandise, 10-2 Use of the Site implies full and unconditional acceptance by the user of all provisions of the notwithstanding the title retention clause below, are deemed as transferred from the Vendor to the present general sales conditions. Buyer: (i) for spare parts, at the moment they are made available by either the transport contractor or 10-3 The Vendor agrees not to divulge the information communicated by Buyers on the Site to third the Vendor, as the case may be, (ii) for Machines, at the moment the Vendor has made said Machine parties. This information is confidential. It shall only be used for by the Vendor's internal services for available to the Buyer or another person designated by the Buyer, said person not being released the processing of the Buyer’s order and to improve and personalise communication, namely through from this liability upon the arrival of any transport vehicle at the approved destination. informational letters and emails. 4.2 In the event of delivery at the Vendor’s site, the Merchandise travels at the risk of the Buyer, who 10-4 Whatever the circumstances, the Buyer may exercise his/her right to access the file and to is personally responsible for any average or damage occurring during transport or during loading and correct or eliminate any information concerning the Buyer by sending a written request to the unloading of the Merchandise, including in the event that these operations are carried out by the following address: Haulotte GROUP- Quartier serve Bourdon – 42420 LORETTE - FRANCE Vendor. 4.3 The Merchandise shall be shipped according to the invoicing conditions defined in Article 2.6.
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