TERMS AND CONDITIONS OF SALE
Last updated: 05/07/2022
In these conditions:
“The Seller” shall mean MSE SAS or any subsidiary or associated company either with whom the customer places their order.
“Customer” shall mean any company or any subsidiary or associated company, organisation or person ordering, or accepting a quotation for The Seller’s goods or services.
“communication” shall mean any transfer or imparting of information whether verbal or by any other means.
“these conditions” shall mean these conditions in full. If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other conditions and the remainder of the provision in question shall not be affected thereby.
These conditions shall be deemed to be incorporated in any contract, written or implied, for The Seller to supply goods or services and unless agreed to the contrary in writing, orders written or verbal are only accepted in accordance with these conditions to the exclusion of any conditions stipulated by the Customer. Waiver of all or part of these conditions shall not be valid unless agreed in writing by The Seller.
Prices given in any The Seller communication should only be regarded as correct at the time of issue or, if printed, correct at the date of publication. All prices and charges, other than those fixed by a specific contract, are subject to alteration without notice.
3. Quotations and offers
- a) All quotations and offers, written or verbal, are subject to these conditions.
- b) The descriptions and illustrations contained in the Seller’s catalogue, price list, the data sheet and advertisements shall not form part of the Contract. The design and construction of the Seller’s products are subject to variation.
4. Errors and omissions
Information (including specifications, designs and illustrations) given in any The Seller promotional literature or communication is believed to be accurate at the time of issue. Any typographical, clerical or other error or omission in any communication issued by The Seller shall be subject to correction without any liability on the part of The Seller.
5. Transport and carriage
Despatch of goods will be made by the most appropriate method or as specified by the Customer (subject to all Health & Safety and other relevant regulations being met). A charge shall be made to cover this and the cost of packing materials, cases, etc. Any exception to these charges will be stated in the relevant communication. A charge for carriage and packing will be levied on the first shipment only where The Seller elects, at its sole discretion, to affect more than one despatch to complete the order. Deliveries made on behalf of The Seller shall be made in accordance with The Seller’s terms of delivery and carriage (available on request).
6. Delivery dates
Items offered ex-stock are subject to them being unsold at the date of receipt of the Customer’s order. The delivery date shall be confirmed upon receipt of the customer’s order. If the products are not in stock, a delivery date shall be proposed for information, subjected to production schedule and force majeure. The Seller will endeavour to adhere to delivery dates, but no liability whatsoever can be accepted for non-despatch or delayed delivery.
Failure to meet quoted or expected delivery dates shall not entitle the Customer to withhold any payment which is already due to The Seller. If the Customer declines to accept goods when available for delivery or as agreed, The Seller may at its discretion store the goods and take reasonable steps to prevent their deterioration until actual delivery and the Customer shall pay The Seller the reasonable cost (including insurance) of so doing.
7. Property and risk
All goods are supplied by The Seller on the following conditions:
Risk shall pass to the Customer’s premises, except in the case of export sales to which condition 9.b).1. shall apply.
The goods shall remain the sole and absolute property of The Seller until payment in full of the price of the goods, in cash or cleared funds, has been received.
Until the goods area paid for in full, the Customer shall hold them only as bailee and any right of the Customer to possession of the goods shall cease immediately if:
- The Customer becomes unable to pay or stops paying its debts,
- The Customer makes an arrangement with its creditors generally,
iii. A receiver is appointed over any of the Customer’s property,
Whereupon The Seller shall have the right by its servants or agents to enter onto any premises owned or occupied by the Customer or any third party in order to remove much of the goods as may be stored there.
The Customer is hereby given authority to sell the goods whilst they are still the property of The Seller provided that the entire proceeds of sale resulting there from are held on trust for The Seller absolutely and are not mixed with any other monies not retained for the benefit of The Seller and such monies shall be identified as The Seller’s money.
Payment shall be due in accordance with condition 8, whether or not property in the goods has passed as above and The Seller shall be entitled to sue for any monies due under any contract even if the property in the Goods has not passed.
8. Terms of payment and credit
Unless The Seller has agreed in writing other terms, payment shall be on a Net Monthly basis (i.e. payment by the end of the month following invoice date). The right is reserved to request a remittance with order or to submit a pro forma invoice.
The Seller also reserves the right to charge interest at 2% per month (or part month) on amounts not paid by the due date.
The Seller may at its absolute discretion refuse or limit the amount of credit given to any customer and withhold supplies therefrom unless satisfactory arrangements are agreed upon and implemented by our credit department.
9. Goods in transit
a) FRENCH Sales:
The Seller will accept no claim for credit, replacement or repair if the Customer fails to comply with the following requirements:
Non-arrival: Packing notes listing consignment contents are sent with goods but The Seller does not give separate notification of despatch. Receipt of an invoice must be regarded as notification of despatch. If the goods have not been received within 14 days of the invoice date The Seller (and the carrier if known) must be informed in writing so that the consignment can be traced or a claim lodged.
Damage and loss: Damage and/or partial loss in transit must be reported in writing to the carriers and to The Seller within 3 days of receipt of the consignment. Damaged goods and the packing must be retained in case inspection is required.
Subsequently, The Seller may require the Customer to return damaged goods. See also 10.b).
Discrepancies: Any discrepancies (shortages or errors) between goods received, packing notes and the Customer’s order must be notified in writing to The Seller within 3 days of receipt.
- b) EXPORT Sales:
Our following export conditions are defined according to IncoTerm 2010. Unless otherwise agreed in writing the Seller’s responsibility for loss of or damage to, or for the non-arrival of goods, ceases once they are put onto rail, ship, aircraft or other transport for onward transmission to the Customer. We disclaim any liability for alterations occurring during transport. In the event of any damage, the consignee shall be responsible for notifying the carrier who made delivery of the losses and damage observed upon arrival, by registered letter within three days following receipt of the goods, in compliance with the regulations of Article 105 of the French Commercial Code and in general for bringing any claim against the carrier.
The Customer shall inspect and test the goods immediately on their arrival and shall, within 14 days, give The Seller notice in writing of any defect or other matter or reason whereby the goods are not in accordance with the contract. If the Customer shall fail to give such notice the goods shall be deemed to be in accordance with the contract and the Customer shall be bound to accept and pay for them.
10. Returned goods
- a) General: In all cases, separate notification of despatch should be sent. Until the goods have arrived safely, all liabilities, including carriage, packing and insurance, remain with the Customer for any item sent to The Seller. If the Customer has insured the goods and wishes to be informed of any damage in transit The Seller must be notified and given details of their condition on despatch. In any event, all repairs affected will be charged to the Customer. The return of goods is subject to the provisions of conditions 18.b).
- b) Goods under complaint or for credit: Before goods are returned The Seller should be contacted and a Returned Goods Authorisation (RGA) be obtained which must be quoted on documentation accompanying the goods. In some instances, unwanted and unused goods may be returned, subject to prior agreement by The Seller. Any credit given will be based on the invoice price less a re-stocking charge of not less than 25% of the invoice price and can only be given for goods which arrive in a saleable condition. The re-stocking charge will be at The Seller’s discretion and will be advised when the return of goods is agreed upon.
- c) Goods for repair: Goods sent for repair must be accompanied by an order. Goods sent for a repair quotation must be covered by a letter. The Seller may at his discretion charge for the return of the goods to the Customer whether work is carried out or not.
11. Goods on approval, sale or return, or loan
The Customer in accepting goods on approval, on sale or return, or on loan, accepts liability for all damage to or loss of such goods and agrees to recompense The Seller in full for the same. Liability extends to goods in transit if they are returned to The Seller.
Customers, if returning goods, may be requested to return any special packing which has been used, (e.g. custom-made preformed styrene). The Seller reserve the right to charge for any such packing not returned.
The return of goods is subject to the provisions of conditions 18.b).
12. Installation, maintenance and repair by The Seller
The provision of services of a suitable type and in a suitable position, which is necessary for the installation, is the responsibility of the Customer. Equipment to be installed, maintained or repaired must, by prior arrangement, be available for working on when The Seller’s personnel arrive. Equipment for maintenance or repair must be properly decontaminated in accordance with clause 18.b). Where services and/or equipment are not available as above The Seller reserves the right to charge expenses for time and/or travelling. This applies to any installation, maintenance or repair undertaken by The Seller whether quoted free of charge or not. The Seller will issue an invoice in respect of delivered products which, should the installation be deferred at the request of the Customer, is payable in accordance with condition 9.
13. Order cancellation
Cancellation or part cancellation of an order can only be accepted with The Seller’s prior agreement. The Seller reserves the right to recover from the Customer any costs and expenses incurred up to the date of cancellation.
14. Limitation of liability
Except where liability relates to death or personal injury resulting from the negligence of The Seller, its employees or subcontractors or agents, The Seller’s liability arising out of any breaches of the contract shall be limited to the invoice value of the goods or services supplied and in no event shall The Seller be liable for the following loss or damage howsoever caused:
- a) Economic loss which shall include loss of profit, business revenue and goodwill,
- b) Damage in respect of indirect or consequential loss or damage (other than direct physical damage to tangible property of the Customer caused by the negligence of The Seller, its employees, agents or subcontractors to the extent that The Seller is legally liable for the negligence of such person or persons),
- c) Any claim made against the Customer by any other party.
15. Infringement of patents, registered designs etc.
Where goods are supplied to special order the Customer will indemnify The Seller against any claim made as a result of using a specification or design stipulated by the Customer.
Whilst all goods are supplied in good faith The Seller can give no undertaking that use or sale of goods supplied will not cause the Customer to infringe letters patent or other rights.
16. Force Majeure
Neither party shall be liable for any circumstances beyond their reasonable control.
17. Applicable law
The standard terms of sale and delivery shall be deemed to have been accepted for any order placed with our company. In the event of dispute, our terms cancel any conflicting clauses and terms printed on the orders or correspondence from buyers. Amendments of the initial agreement or any secondary agreement shall be valid only if they have been entered into in writing.
Courts in the jurisdiction of the place of the company’s registered office shall have sole jurisdiction in the event of a dispute of any kind or a dispute relating to the formation or fulfilment of the order. French law only shall govern orders placed with MSE SAS.
18. Health and safety
- a) General: Goods supplied should be used only for the purpose for which they are intended and in accordance with any instructions supplied. The Customer is responsible for determining suitability for use when:
- services and/or ancillary items are used with goods supplied,
- goods are specially manufactured or altered for Customers at their specific request.
- b) Contaminated equipment for repair or maintenance: The Customer is responsible for ensuring that any equipment which has been exposed to any hazardous or potentially hazardous material is properly decontaminated prior to the commencement of any work on that equipment by The Seller’s personnel. The Customer will issue a certificate detailing the nature of the contaminant(s) and the procedures used to ensure adequate decontamination The Seller reserve the right to charge additional expenses incurred as a result of the Customer failing to decontaminate equipment. The Customer accepts full liability should injury be caused by any such contamination and shall indemnify The Seller against any claims and costs suffered or incurred by The Seller as a result of injury to The Seller’s employees, agents or subcontractors arising from such contamination.
The seller reserves the right to alter these Conditions of Sale without notice. Only the latest, current, published version shall be enforceable.