GENERAL TERMS AND CONDITIONS OF SALE
These General Terms and Conditions of Sale (hereinafter the “GTC”) govern the sale of products and/or separate services offered by CAME FRANCE, ZAC DU BOIS ROCHEFORT, 3 ALLEE DU 7EME ART - 95240 CORMEILLES-EN-PARISIS (hereinafter the “Product(s)”), registered with the Pontoise Trade and Companies Register under number 389 655 135 (hereinafter the “Seller” or the “Company”). These General Terms and Conditions of Sale, established in accordance with the provisions of Articles L. 441-1 et seq. of the French Commercial Code, are intended solely for direct purchasers of the Seller’s Products, defined as distributors or installers of the Products who subsequently resell or install them (hereinafter the “Buyer” or the “Customer”), to the exclusion of any other entity, and in particular the end customer. The Seller and the Buyer are referred to individually as a “Party” or collectively as the “Parties.”
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ORDERS
General Terms and Conditions for Placing and Accepting Orders
By placing an order for Products, the Buyer unconditionally accepts these General Terms and Conditions, which, by express agreement between the Parties, take precedence over the Buyer’s own terms and conditions, unless the Seller has provided prior written consent to the contrary. To be considered valid, orders must include all necessary details regarding the relevant Products (their part numbers, quantities, unit purchase price, total price for each part number, and total order price), be submitted on the Buyer’s letterhead or on any other paper document bearing the Buyer’s stamp, and include the express notation “Agreed,” and then accepted and confirmed by the Seller under the conditions set forth below. Once all technical and commercial details have been finalized, an order acknowledgment summarizing all elements of the order as validated by the Seller is sent to the Buyer (hereinafter “OAK”). The contract for the sale of the Products covered by this ARC shall be validly formed upon the Buyer’s explicit acceptance thereof, either by returning the ARC signed by the Buyer or by failing to return the ARC, either of which must occur within five (5) business days after the ARC is sent, failure to return the ARC under these conditions shall be deemed tacit acceptance by the Buyer.
Quotation
In the event of a specific request from a Buyer, the Seller may provide the Buyer with a quotation regarding such request. Unless otherwise specified in writing, the Seller’s quotations are valid for an option period of one (1) month following their delivery. The Buyer’s acceptance is evidenced by the return of the signed quotation to the Seller. The contract is deemed concluded upon such acceptance and will be the subject of a sales contract sent by the Seller. If the Buyer’s response does not fully comply with the quotation, the contract will not be validly concluded, and, if applicable, the Seller may send a new quotation to the Buyer, which must be accepted under the conditions described above. Any modification to the quotation requiring new studies or a change in the supply of the Products may result in a change to the price and delivery schedule and will be the subject of a supplemental quotation, which must be accepted by the Buyer under the conditions described above. Failure to return this supplemental quotation within five (5) business days of its dispatch will be considered tacit acceptance. Quotes for specific project studies that include models, plans, and elevations entitle the Seller to compensation if they are not followed by the corresponding order. The amount of this compensation will be specified in the project quote. The contract will be formed upon receipt of the signed final quote accompanied by the down payment, if applicable.
Confidentiality
Plans, specifications, designs, models, and all documents prepared by the Seller remain the Seller’s exclusive property, even if they were prepared in collaboration with the Buyer. Copying them—even in part—retaining them, or disclosing them to third parties without the Seller’s prior written authorization is prohibited, even after the work has been completed. In the event of a breach, such actions may give rise to claims for damages.
DELIVERIES
Delivery is made to the location specified by the Buyer when placing the order. If delivery to the location specified at the time of the order is not possible—particularly due to the unsuitability of that location—a new delivery will be arranged at the Buyer’s sole expense and risk. The agreed-upon delivery times are provided for informational purposes only, and exceeding them shall not result in the cancellation of pending orders, the refusal of delivered Products, penalties, or damages. Delivery times are calculated from the date the ARC is sent. In any event, delivery may only take place if the Buyer is current with its payment obligations to the Seller. The Seller is released from its obligation to deliver in the event of unforeseeable circumstances, force majeure, or any other circumstance beyond its control, including, but not limited to, temporary closure of the Seller’s business (known as a “lockout”), strike, epidemic, war, requisition, fire, flood, or production shutdown. Delivery is always deemed to occur upon departure from the Seller’s or its suppliers’ logistics centers, sites, or factories. Delivery is on an EXW basis as defined by Incoterms 2020. Deliveries are made by shipment with freight prepaid in accordance with the flat rates for transportation, packaging, and handling fees provided by the Seller to the Buyer. At the Buyer’s request, the Buyer may pick up the Products from the Seller’s or its suppliers’ logistics centers, sites, or factories during their business hours. Pickups are at the Buyer’s expense and under the Buyer’s responsibility. The Seller reserves the right to make partial deliveries of orders with corresponding invoicing: in such cases, the Buyer may not, under any circumstances, claim that it is awaiting delivery of all the ordered Products as a basis for deferring the corresponding payment. Furthermore, if, after being given formal notice to do so, the Buyer fails to take delivery of the ordered Products within the specified time frame, the Buyer will be billed for storage, handling, and warehousing fees. These fees will be set at a flat rate of 2% of the pre-tax price of the Products in question. They will become due eight (8) days after the sending of a formal notice to take delivery, which has remained unheeded. On the one hand, all claims related to the condition of the package (deterioration or damage) and the number of packages during transport and delivery on a prepaid basis must be made under the following conditions: The Buyer must make clear and precise reservations regarding the condition of the Products on the delivery slip in the presence of the carrier, and in accordance with Article L. 133-3 under the Commercial Code, the Buyer must notify the carrier of any reservations in writing by certified mail with return receipt requested within a mandatory period of seventy-two (72) hours from the date of actual delivery of the Products, provided that the Seller is given the opportunity to jointly inspect the condition of the delivered Products. At the same time, the Buyer must notify the Seller within forty-eight (48) hours of the actual delivery of the Products by email to cfr.logistique.cormeilles@came.com, providing all relevant information, a copy of any reservations noted on the delivery slip with the carrier, and a copy sent by certified mail with return receipt requested. Furthermore, in the event that the Products are picked up by the Buyer or any third party acting on the Buyer’s behalf, the Seller shall not be liable in any way for any event that alters the condition of the package (deterioration or damage) during transport or delivery. Furthermore, all claims regarding the conformity of the Products must be made in writing by certified mail with return receipt requested, within a strict deadline of eight (8) days from the actual delivery date of the Products, and provided that the Seller is given the opportunity to verify, in the presence of both parties, the quantity and contents of the delivered Products. In any event, the Seller’s liability is limited exclusively to the replacement of goods mutually acknowledged to be defective, to the exclusion of any other compensation of any kind whatsoever. The Seller shall not be held liable for damages caused by major events (storms, hurricanes, high winds, cyclones, heavy snow, etc.) or those resulting from natural disasters recognized by the competent authorities in the location where the damage occurred.
PRICE
The prices of the Products sold, as listed in CAME France’s price list on the date of the order, are exclusive of taxes, ex-Seller’s logistics center, site, or factory, or those of its suppliers, with shipping and packaging charges in addition. In the case of a quote, or for new products not yet listed in the price list, prices are established at the Buyer’s request and based on the economic conditions known at that time. Price lists may be modified at any time, particularly in response to changes in raw material prices or in the pricing structures of the Seller’s suppliers. In the event of price list modifications or new products, the corresponding new prices will be communicated to the Buyer.
PAYMENT
Products are invoiced at the price listed in the current price list in effect on the date the ARC or quote is sent. All invoices are payable in full upon actual delivery of the Products, in accordance with the terms described in the “DELIVERIES” section above. As an exception, the Seller reserves the right to require payment by credit card or bank transfer in the amount of 100% of the invoice at the time of the order, particularly in the case of a first order placed as part of opening an account. Payment may be made by credit card, bank transfer, or by submitting a magnetic bill of exchange. In any event, the Seller reserves the right to modify the aforementioned payment terms, particularly in the event of non-payment.
Late Payment Penalties – Acceleration Clause
By express agreement between the Parties and unless the Seller has granted an extension of the payment due date, failure to pay by that date shall result—regardless of the agreed payment method, whether payment is due in cash or on credit—without the need for a reminder or prior notice of default—in late payment penalties equal to interest at three times the statutory interest rate. Furthermore, failure to pay by the due date of any installment
shall result in the immediate due and payable status of all subsequent installments without prior notice, and the Seller may suspend all pending orders.
In the event of a claim being filed (including in the context of insolvency proceedings applicable to the Buyer), any down payments received by the Seller shall be definitively retained by the Seller as a penalty, without prejudice to any additional damages. In the event of late payment, foreign exchange losses and the corresponding late payment interest shall be borne by the Buyer. In the event of invoicing in foreign currencies, the foreign exchange loss resulting from currency differences shall be
borne by the Buyer.
Enforced Collection – Penalty Clause
In accordance with the provisions of Articles L.441-6 and D.441-5 of the Commercial Code, in the event that the Buyer fails to pay the amounts due by their due dates, the Buyer shall be liable to the Seller, in addition to the price of the Products plus the late payment penalties provided for above, for a lump-sum indemnity for collection costs of forty (40) euros, automatically and without prior formalities. If the Company can demonstrate that it has incurred costs exceeding the amount of this lump-sum indemnity, additional compensation may be claimed. In the event that the Seller must initiate legal action to collect all or part of an invoice, the Buyer shall, as of right, following prior formal notice from the Seller, and as a penalty clause in addition to the costs admissible as legal expenses and non-recoverable costs, pay a lump-sum indemnity equal to 15% of the amount remaining due as of the date of the formal notice.
Account Opening
For any new account opening, the Seller reserves the right to require the Buyer to place an initial order of at least €600 excluding tax,
and to make payment by credit card or bank transfer, corresponding to:
• 100% of the order amount excluding tax (excluding shipping) if the order is less than €3,000;
• 50% of the order total excluding tax (excluding shipping) if the order is between €3,000 and €10,000;
• 30% of the order total excluding tax (excluding shipping) if the order exceeds €10,000.
An account can only be opened after payment has been received, following a review of the Buyer’s application and subject to the Seller’s approval. Shipping costs will be billed separately. If an account is opened, our invoices are payable within thirty (30) days of the end of the month by bank transfer, credit card, or LCR. Without prejudice to the other provisions of the PAYMENTS section, failure to pay by the due date will result in all other invoices, even those not yet due, becoming immediately due and payable.
WARRANTIES
The statutory warranty against latent defects that may be discovered in the Products is expressly excluded. The Products are covered by a 3-year commercial warranty for the end customer, under the terms defined by the Seller. The warranty is limited to the repair or replacement of parts found to be defective. The warranty applies only to the parts of the Products and in no event covers any other material or immaterial damages, such as loss of business. The warranty does not apply if the Product has been modified or repaired. The Seller shall not be held liable under any circumstances for the use or installation of the Products that does not comply with the Seller’s instructions and/or recommendations (installation and maintenance manuals). The warranty does not cover replacement or repairs resulting from normal wear and tear of the Product, damage, or accidents caused by negligence, lack of maintenance, errors in assembly, installation, or supervision, improper storage conditions, non-compliant installation, or failure to follow maintenance or commissioning instructions. In addition to this commercial warranty, the consumer is entitled to the statutory warranty of conformity provided for in Articles L. 217-3 et seq. of the Consumer Code.
CAME Service:
Installation and commissioning are services distinct from the supply of Products, and if they are performed by the Company at the Customer’s request, they are not covered by either the ten-year warranty or the two-year performance warranty—regardless of the severity of any defects—but rather fall under general contractual liability, which is not subject to mandatory builders’ insurance.
REPLAY
Returns may only be accepted in exceptional cases, subject to the Seller’s prior written consent, and only for Products in new condition and in their original packaging that were delivered less than fifteen (15) days ago and for which the purchase price paid to the Seller exceeds thirty (30) euros, excluding tax. For Products delivered at least 15 days ago, the Seller may issue a credit note, taking into account the following discounts based on the purchase date of the Product being returned: 10%—1st year, 20%—2nd year, 35%—3rd year, and 45%—4th year. No returns will be accepted beyond the fourth year following the date of purchase. Returns made by the Buyer without this agreement may under no circumstances—even if the Products are received by the Seller—be considered as constituting such agreement. They must be sent postage-paid and with packaging included, and must indicate the numbers and dates of the corresponding invoice(s). In the event of a return, the transfer of risk shall occur upon the Seller’s actual receipt of the Products. Special orders (particularly those based on a quote, which may involve custom manufacturing) may not be returned or exchanged.
REPAIRS NOT COVERED BY WARRANTY
Repairs to purchased Products that are not covered by warranty (whether statutory or commercial) are performed at the fairest possible price and will be subject to a repair agreement based on a quote sent by our Company. Labor costs and round-trip shipping costs are, in all cases, the responsibility and risk of the Customer. Equipment returned for repair from foreign countries must be shipped under temporary transit status.
RESERVATION OF TITLE
PURSUANT TO ARTICLES 2367 AND FOLLOWING OF THE CIVIL CODE AND BY EXPRESS AGREEMENT BETWEEN THE PARTIES, THE SALE IS SUBJECT TO THE RETENTION OF TITLE PROVISION, THEREFORE, THE DELIVERED PRODUCTS REMAIN THE PROPERTY OF THE SELLER UNTIL THEIR PRICE HAS BEEN PAID IN FULL BY THE BUYER, REGARDLESS OF WHO IS IN POSSESSION OF THEM.
It is specified that this clause, which appears in the General Terms and Conditions of Sale, is reiterated on delivery slips and invoices, and that the Buyer was made aware of it upon confirmation of the order by the Seller, upon receipt of the ARC. Transportation costs and other expenses necessary for the recovery of the Products, as well as non-recoverable costs and legal expenses, shall be borne by and at the risk of the Buyer.
The Buyer is hereby notified that under no circumstances may it grant any warranty or pledge on the Products, title to which is reserved by the Seller. In the event that insolvency proceedings are initiated against the Buyer and subject to the terms of Article L.624-16 of the French Commercial Code, the Company may file a claim for the Products that have not been paid for, without prejudice to the provisions of the PAYMENTS section. In such a case, and by express agreement between the Parties, the Company may exercise the rights it holds under this retention-of-title clause with respect to the Products in the Buyer’s possession that are subject to the retention-of-title, or with respect to any fungible Product in the Buyer’s possession, and the Company may repossess them or claim them as compensation for its unpaid invoices, without prejudice to its right to rescind pending sales.
TERMINATION CLAUSE
In the event of a Party’s failure to perform its obligations, the sales contract resulting from an order accepted by the Seller may be terminated by the other Party, without prejudice to any damages that may be claimed from the defaulting Party. The termination shall then take effect eight (8) days after receipt of a formal notice that has remained unanswered.
GOVERNING LAW - DISPUTE RESOLUTION
Any questions regarding these Terms and Conditions of Sale, as well as the sales they govern, shall be governed by and interpreted in accordance with French law, including the Vienna Convention on the International Sale of Goods where applicable, to the exclusion of any other law.
ANY DISPUTE BETWEEN THE PARTIES ARISING OUT OF THE COMMERCIAL AND CONTRACTUAL RELATIONSHIPS BETWEEN THE SELLER AND THE BUYER (INCLUDING, WITHOUT LIMITATION, THEIR FORMATION, PERFORMANCE, OR TERMINATION), AND ANY ACTION, REGARDLESS OF ITS LEGAL BASIS, WHETHER CONTRACTUAL AND/OR TORTIOUS, SHALL FALL WITHIN THE EXCLUSIVE JURISDICTION OF THE COMPETENT COURTS OF PARIS, EVEN IN THE EVENT OF A WARRANTY CLAIM, SUMMARY PROCEEDINGS, MULTIPLE DEFENDANTS, OR A CROSS-CLAIM.
Any requests for information, clarification, or potential complaints must be sent to the following address:
CAME FRANCE - URBACO Division
73 Allée de Gromelle Lot A1
84270 VEDENE
Any matter relating to these General Terms and Conditions of Sale, as well as to the sales, work, or services governed by them, that is not addressed by these contractual provisions shall be governed by French law to the exclusion of any other law. Any dispute shall fall within the jurisdiction of the Commercial Court of Avignon (84 - France).
General Terms and Conditions of Sale applicable in 2026.