GENERAL TERMS OF SALE
These general conditions of sale are formulated in compliance with article L . 441-6 of the French “Code of commerce” and apply to sales of accessory products and/or services proposed by URBACO SA. By express agreement between the parties, these general conditions of sale shall prevail, unless otherwise stated in writing, over those of buyers. These general conditions of sale and price list are exclusively intended for direct customers of Urbaco SA and, in no case, are directed to any third-party buyers of products or final customers.
Our offer, transmitted by estimate, defines the special conditions that integrate or modify these general conditions of sale. This offer is valid for two months from the sending date and, in order to establish an agreement between the parties, must be signed by the buyer. Returning the signed estimate counts as an acceptance of firm order. Registered orders are confirmed by URBACO SA. If buyer’s acceptance is not fully compliant to the offer or the estimate, the agreement is considered as being wound up only after a written, definitive and full notice of acceptance by the seller regarding the order (ARC).
Any modification that requires new research or a variation of the supply may include a change in price and delivery times and shall be subject to the sending of a new order confirmation (ARC) which must then be accepted by the buyer. If the buyer fails to return said order confirmation or (ARC) within five (5) working days from its sending, the order shall be considered accepted. Cancellations: all orders are irrevocable and no cancellation, whether partial or total, requested by the buyer may be accepted without express written consent from the company URBACO SA. If the seller formally accepts an order, which is then canceled, an indemnity will be required depending on the material and state of advancement of the material being prepared, and shall be calculated on the basis of price, excluding taxes os said order. The minimum indemnity amounts to 10% of the price of materials.
Deliveries shalntioned by the buyer on the order form. Delivery times mentioned when the order is registered are merely indicative. Consequently, any delays in deliveries shall not result in cancelling the sale or shall not justify refusal of the goods and shall not be grounds for damages or interest requested. The company is exempt from its obligation to deliver if there are any fortuitous events or due to force majeure, such as, for example, natural disasters, fires, strikes, epidemics, and so on ... at its locations or those of its suppliers. Delivery is always EX WORKS. Collection and loading is up to the customer, during business hours at our premises. URBACO SA reserves the right, as concerns and order, to perform any jobs or partial deliveries, and thereby invoicing these; in this case, payment of the partial delivery shall be due and the buyer may not in any way justify any deferral of payment while waiting for the rest of the materials to be delivered.
PERFORMING INSTALLATION SERVICES
All services shall be performed in conformity with the technical requisites foreseen in the offer signed by the buyer and in stateof- the-art fashion. The sums shown in the estimate are indicative. In terms of invoicing, only jobs that are actually done shall be invoiced. We reserve the right to employ any subcontractors that we see fit, as is implicitly acknowledged by the buyer in the order acceptance. The services shall be performed in conformity with specific techniques, in state-of-the-art fashion and in compliance with laws effective in metropolitan France and in the country of installation.
TIMES OF EXECUTION AND ACCEPTANCE OF THE INSTALLATION SERVICES
On the date the work begins, the work site must be accessible and already set up so that the services may be carried out. Execution times may be changed depending on the date that any administrative permits are received, including any technical literature required. Execution times may be extended in case any events prevent said works from continuing: heavy weather, strikes by our suppliers, subcontractors or transporters or unforeseeable or additional works. The services shall be accepted in cross verification once they are completed and, on our request, with the signing of the acceptance form. Partial acceptance of the works performed may be requested, especially if the services are fractioned over time and when several companies are working to complete them. The taking ownership of the works by the buyer, even without having paid the full price, shall be deemed as acceptance without reservations.
Any returns must be agreed to in writing and only due to exceptional circumstances and the goods must be “as new” and in their original packaging and only within 15 days of being received. Any returns that are not accompanied by a prior written agreement shall not, under any circumstances, be considered as if said agreement were implicit. Any returns must be carriage and packing paid, and bearing the invoice number and date. Special orders (such as custom jobs, special colors and non standard orders) cannot be returned or exchanged. With the exception of exchanges under warranty, a minimum of 10% of the price shall be detracted on any returns.
Any studies, drawings, descriptive estimates, preliminary projects and whatever document drafted by URBACO SA shall remain our exclusive property, even when prepared in collaboration with the buyer. Even after the works are finished, said documents cannot be reproduced, not even partially, withheld or transmitted to any third parties without written permission from URBACO SA, otherwise payment for damages and interest will be sought.
By express agreement, the goods supplied are owned by URBACO SA until they are fully paid, including any accessories, by the customer (Law n. 80-335 of 12 May 1980) This provision does not free the buyer, at the time of delivery, from any risk of loss or deterioration of the sold goods and from any liability tied to any damage that they could cause. Ownership and protection of the SYGMA software The software royalty rights remain the property of URBACO SA and cannot, in any event, be transferred to a customer ordering a job. The buyer shall have the right to use the software exclusively for managing one single site. Under the software sale, no source code nor object code is sold. Any reproduction of the SYGMA software is prohibited (excluding the backup copy). Respecting privacy and the “Informatique et Libertés” law Files of the SYGMA database and, particularly, archive files containing historical data passages of times, dates and names, besides the names and positions of the staff that accesses such information, must by reported to the CNIL.
Prices of the sold goods are those in effect on the day the order was accepted (left the company’s premises, transport and packing excluded), expressed in euros and calculated without tax. The prices shall be increased by the VAT value in effect at the time the invoice is issued. URBACO SA reserves the right to modify its prices at any time. However, URBACO SA undertakes to invoice the goods ordered at the prices shown when the order is registered.
The goods are invoiced at the price in effect on the date the quotation is made. Save for any special conditions that cannot derogate to law LME (Article L. 441-6 I par. 9 of the “Code of commerce” provides that the payment times may not exceed 45 days from the end of the month or 60 days from the date the invoice is issued) or to the payment terms of any Administrations, all invoices are payable in cash at the registered office of the seller. There shall be no discounts for advance payments. For new customers, URBACO SA reserves the right to demand, upon the first order, payment by check or bank transfer, amounting to
• 100% of the order excluding taxes (excluding transport) if the latter is under 3,000 euros
• 50% of the order excluding taxes (excluding transport) if the latter is between 3,000 euros and 10,000 euros
• 30% of the order excluding taxes (excluding transport) if the latter is greater than 10,000 euros
Whatsoever sum, including down payments, that is unpaid on the required pay date, generates the full entitlement to charge, late interest amounting to three times the legal interest rate of that year (or the interest rate applied by the European Central Bank to the most recent refinancing operation and increased by 10 percentage points), besides additional payment of a flat-rate sum of forty (40) euros due as collection expenses. Moreover, non payment on any scheduled pay date shall require immediate payment of all other successive payments remaining. In case URBACO SA should have to take legal action to collect all, or part, of an invoice, the buyer is rightfully held to pay, after formally defaulting, by way of criminal clause and in addition to the any allowed and non-repeatable expenses, a flat-rate fee of 40 euros. In case of late payment, any exchange rate losses and late interest due are borne by the customer. When invoicing in a foreign currency, the losses due to the difference in exchange rates shall be borne by the customer. The change in legal status of a buyer authorizes URBACO SA to demand guarantees, advance payments or, otherwise, to cancel the agreements entered into.
Products sold and jobs completed are subject to the legal provisions concerning warranty obligations in terms of compliance and any hidden defects. The products are under warranty for one year, starting from the invoicing date of the goods in question, and is valid upon producing the purchase invoice. Note that the impact resistance values appearing in the technical literature refer to bollards when they are fully raised and locked, and in the direction indicated during installation. The warranty is extended to ten years for the bollard and the monobloc® cast iron box of the G6 range and covers any breakages or cracks of these elements the cause of which is:
• A smelting plant defect of the material when the products is used in normal conditions,
• One single impact against a bollard when it is raised and locked, in the directions indicated during installation, by a vehicle of 2.5 tons max, going 55 km/h max. Reserving the right of an assessment that proves the coexistence of these conditions and that the driver was being compliant with traffic laws. The warranty is exclusively limited to the repairing or simple replacement of parts found to be defective, excluding labor costs, transfer costs, disassembling and reassembling costs or any damages and interest, especially for the non enjoyment, and in no way covers:
• replacement or repair jobs resulting from normal use of the materials,
• replacement of repair jobs resulting from an impact by a vehicle on products (except for the G6 range)
• liability towards persons or things whether they are directly or indirectly involved, besides any material or immaterial detriment such as loss of enjoyment. The warranty may not be claimed:
• In case of impacts during transport, poor stocking conditions, deterioration or accidents due to negligence, vandalism and theft.
• In case the product instructions and/or recommendations appearing in the technical literature are not respected as concerns the methods of installing, using and cleaning the material.
• In case of modifications, repairs or disassembling of the mechanical or electronic parts and in case there is any integration of materials or accessories that are not authorized by URBACO SA.
• In case of slight color variations in the paint due to the different nature of the supporting elements.
• In case of slight differences in appearance of the stainless steel pieces, due to polishing and passive product elements.
• Considering the surface appearance of the cast-iron products that may show irregularities due the material or the manufacturing process at the smelting plant.
• In case of any malware in the SYGMA software and in case of any incompatibility with other software or systems.
• If the sold product or jobs performed for normal use are not suitable to the specific use being made, and provided that such specific use has not been notified to the seller at the time of the order.
• In case of any environmental interferences or ones of any nature that lead to the non functioning or malfunctioning of current or future installations (proximity to power lines, device communicating via electromagnetic waves, hard-wired data transmission networks, insufficient reception by GSM networks, and so on…).
• In case of damage caused by natural disasters (winds, storms, hurricanes, earthquakes, typhoons, and so on…) To claim the warranty, no other case may be made.
All claims concerning quantity or quality must be made in writing within eight days from the receiving date of the goods, with the seller reserving the right to asses and cross check the state of the supplied goods. Any returned products must be formally agreed to between URBACO SA and the buyer. Any and all products returned without said agreement shall be kept available to the buyer and shall have no right to reimbursement. Any expenses and risks tied to returning the goods shall always be borne by the buyer. Any visible defects or non conformity of the supplied products, which we have duly assessed, shall mean the buyer may receive, at our discretion, free replacement or reimbursement, excluding any type of indemnity, damages and interests. The buyer must check that the end user of our material is duly informed as to the assistance provided by our guarantee and its conditions
AUTOMATIC TERMINATION CLAUSE
If one of the parties is breach of contract, the sales agreement shall be deemed as automatically terminated on behalf of the other party, without prejudice to the compensatory damages and interest that may be claimed of the non compliant party. The termination shall enter into effect eight days after a default notice in left unanswered.
Pursuant to the provisions of Law n.78-17 of 6 January 1978 and any subsequent amendments, concerning the information technology, the files and liberties, customers have the right to access, modify, rectify and cancel the data that concerns them and they can exercise these rights directly at URBACO SA. The data of URBACO SA customers are not subject to being marketed.
CLAIMS - APPLICABLE JURISDICTION - SETTLEMENT OF DISPUTES
Any requests of information or queries or any claims must be addressed to:
URBACO SA 457, Avenue du Clapier - Z.A. du Couquiou 84320 ENTRAIGUES SUR LA SORGUE
Any issue related to these general conditions of sale and to the sale, jobs or services regulated by them, unless expressly covered in this document, shall be tried under French law, excluding any other right.
Any disputes shall come under the Tribunal of commerce of Avignone (84 - France).
General terms of sale applicable as of 18 March 2014