General terms and conditions of sale

Purpose and scope

These general terms and conditions of sale govern all sales of equipment, parts, software and services by GRANULOSHOP SAS (60 rue François 1er, 75008 Paris, France), hereinafter "the seller", to business purchasers.

The seller does not contract with consumers. Any order entails unreserved acceptance of these conditions, which prevail over the purchaser's own purchasing terms, whatever they may provide to the contrary.

Contractual documents

The contract consists of the following documents, in decreasing order of precedence: the seller's written quotation and its annexes, the order confirmation, then these general conditions.

Catalogues, datasheets and information on the website are not contractual: they describe the offering at a given time. Only the written quotation binds the seller.

Quotations and orders

Unless stated otherwise on the quotation, it is valid for trente jours from its issue. Beyond that, it must be confirmed by the seller.

An order becomes final only upon the seller's written confirmation. Any change requested after confirmation is subject to the seller's agreement and may lead to a revision of price and lead time.

Cancellation of a confirmed order is possible only with the seller's written agreement. Costs already incurred, in particular with the manufacturer, remain payable. Equipment manufactured or configured to specification cannot be cancelled.

Prices

Prices are exclusive of tax, ex works, standard packing included, unless the quotation provides otherwise. Transport, insurance, customs costs and applicable taxes are borne by the purchaser according to the agreed Incoterm.

Prices communicated to the purchaser are intended for a purchasing process. They are not public information.

Payment terms

Unless otherwise agreed in writing, a deposit of 30 % is payable on order and the balance at 30 jours date de facture.

No discount is granted for early payment.

Any late payment automatically gives rise, without prior formal notice, to penalties calculated at trois fois le taux d'interet legal, together with a fixed recovery indemnity of 40 euros per invoice. Where recovery costs actually incurred exceed that amount, further compensation may be claimed on production of supporting documents.

Failure to pay any instalment renders the balance of all sums due immediately payable and entitles the seller to suspend ongoing deliveries.

Retention of title

The seller retains ownership of the goods sold until payment of the price and related sums in full. Failure to pay may lead to the goods being reclaimed.

This retention does not affect the transfer of risk, which occurs on delivery. The purchaser assumes custody of the goods and undertakes to insure them.

Lead times and delivery

Lead times are indicative and run from the order confirmation and, where applicable, from receipt of the deposit and of the technical information to be supplied by the purchaser.

A reasonable delay gives rise neither to cancellation of the order, nor to damages, nor to any penalty, save where the seller has undertaken otherwise in writing.

Acceptance and claims

The purchaser must inspect the goods on receipt. Damage and shortages must be the subject of specific reservations to the carrier and confirmed to the seller within huit jours.

No return is accepted without the seller's prior written agreement. The costs and risks of return are borne by the purchaser, except where a defect attributable to the seller or the manufacturer is acknowledged.

Warranty

Equipment benefits from the manufacturer's warranty, lasting douze mois from delivery, unless a different period is stated on the quotation. The warranty covers defects in material and workmanship, to the exclusion of any other service.

Excluded are: normal wear, consumable parts, the consequences of use not in accordance with the documentation, of inadequate maintenance, of modification or repair carried out without the seller's agreement, and damage due to the installation environment or to the quality of fluids and power supplies.

The warranty is performed, at the seller's option, by repair or replacement. It does not give rise to compensation for downtime or loss of business.

Calibration and traceability

Where a calibration certificate is supplied, it attests to the values recorded on the stated date, under the conditions it sets out. Maintaining metrological characteristics over time is the responsibility of the purchaser and of their control plan.

Software

Software delivered with equipment, or separately, is licensed by its publisher and not sold. Its use is governed by the licence accompanying it, which the purchaser must read and accept before installation.

Export control

Certain equipment and software may be subject to export control regulations, in particular as dual-use items. The purchaser undertakes to comply with those regulations and not to re-export the goods in breach of them.

The purchaser informs the seller of the final destination and intended use where these differ from the delivery address. The seller may suspend or refuse an order whose performance would breach those regulations, without compensation.

Liability

The seller's liability is limited to the net amount of the order concerned. Indirect damage is excluded, in particular loss of business, loss of data, commercial prejudice and third-party claims.

These limitations do not apply in cases of gross negligence or wilful misconduct, nor to personal injury, nor where the law prohibits them.

Force majeure

The seller is not liable for non-performance due to an event beyond its reasonable control, including the failure of a supplier or of the manufacturer, import or export restrictions and supply shortages. Lead times are then suspended for the duration of the impediment.

Confidentiality

Prices, quotations and technical information exchanged are confidential. The purchaser shall not disclose them to third parties, in particular to competitors of the seller or of the manufacturer.

Intellectual property

The sale entails no transfer of intellectual property rights. The manufacturers' trade marks and names belong to their respective owners.

Personal data

Data processed in the course of the business relationship is handled as described in our legal information, accessible from every page of the website.

Electronic invoicing

Invoices are issued in the Factur-X format, compliant with European standard EN 16931, and accepted by Chorus Pro. Submission identifiers: SIREN 915 105 977, SIRET 915 105 977 00010.

Governing law and jurisdiction

These conditions are governed by French law, to the exclusion of the Vienna Convention on Contracts for the International Sale of Goods.

Failing an amicable settlement, any dispute falls within the exclusive jurisdiction of the courts of Paris, including where there are multiple defendants or third-party proceedings.

Authoritative version

The French version of these conditions is the only authoritative one. Versions in other languages are provided for convenience; in the event of any discrepancy, the French text prevails.