The following general terms and conditions of sale apply in their entirety to all contracts entered into between ASM and its customers in France or abroad, regardless of the place of delivery. Any other conditions are binding on ASM only after written confirmation from ASM. Placing an order constitutes unreserved acceptance of these general terms and conditions of sale. They take precedence over the customer's general terms and conditions of purchase.
Clause No. 1: Purpose
These general terms and conditions of sale govern the contractual relationship between Automatisation Systèmes Mécaniques, hereinafter referred to as ASM, whose registered office is located at 740 avenue de Roumanille, 06410 BIOT, France, and the customer. Any different or additional terms and conditions of the buyer are valid only if expressly accepted in writing by ASM.
Clause No. 2: Order
The customer may place an order by fax, email, or mail. If ASM can meet the customer's requirements in terms of products, services, deadlines, and prices, the order is considered confirmed, and ASM sends a summary order. Otherwise, an order confirmation is sent to the customer; once the customer returns it signed, the order is considered effective. All orders constitute acceptance of the prices. Once effective, no modification or cancellation will be accepted without ASM's written agreement. Studies already underway are not subject to order cancellation.
Clause No. 3: Price
The prices of the products and services sold are those in effect on the date the order is placed. They are quoted in euros excluding taxes and are subject to the applicable VAT rate on the date of the order. Shipping costs are calculated based on the type of items ordered and the customer's location. For all international customers, customs duties, local taxes, import duties, or state taxes are the sole responsibility of the customer.
Clause No. 4: Payment Terms
Payment for the order is to be made to the address specified in the contract. Unless otherwise stated by ASM in the order, payment is due 45 days from the end of the month following approval by ASM's finance department. Any deposit paid will be retained by ASM as a penalty clause. No early payment discount will be granted for cash payments.
Clause No. 5: Late Payment
In accordance with Article L. 441-6 of the French Commercial Code, late payment penalties are due the day after the payment due date shown on the invoice. The applicable rate will be equal to three times the legal interest rate in effect on the date of delivery. This penalty is calculated on the pre-tax amount of the outstanding balance, without any prior formal notice being required. A fixed fee of €40 for recovery costs may be applied to business customers, increased upon presentation of supporting documents if the actual costs exceed this amount.
Clause No. 6: Termination Clause
If, within fifteen days of the implementation of the "Late Payment" clause, the customer has not paid the remaining sums due, the sale will be automatically terminated and may give rise to the award of damages to the company ASM.
Clause No. 7: Retention of Title Clause
In accordance with Law No. 80335 of May 12, 1980, ASM retains ownership of the goods sold until full payment of the price, including principal and any additional charges. If the buyer is subject to receivership or liquidation proceedings, ASM reserves the right to reclaim, within the framework of the insolvency proceedings, the goods sold and remaining unpaid.
Clause No. 8: Installation, Acceptance and Delivery
If installation, assembly, or commissioning is delayed for reasons beyond ASM's control, the buyer will be responsible for all costs incurred due to waiting times and any travel expenses for the installation personnel. Delivery will be made to the address specified by the customer when placing their order and can only take place once the order has been confirmed. ASM strongly recommends that customers check their orders in the presence of the delivery driver.
In the event of missing or damaged goods during transport, the buyer must note this on the delivery receipt and notify ASM within 48 hours of receipt by registered mail with return receipt requested. All returns require prior authorization from ASM; shipping costs are the responsibility of the sender unless otherwise stated. If the customer chooses their own carrier, all risks are transferred to them, and ASM accepts no liability. The delivery time indicated is for informational purposes only, and any reasonable delay will not give rise to damages or order cancellation.
Clause No. 9: Withdrawal
The right of withdrawal cannot be exercised without the written agreement of ASM.
Clause No. 10: Warranty
The warranty period for products, services, and spare parts is 12 months from the date of delivery. The warranty will be void if the operating instructions and specifications have not been followed. The buyer must immediately notify ASM in writing of any apparent defects. Any goods or services deemed defective will, at ASM's discretion, be repaired or replaced free of charge.
The following are not considered manufacturing defects: incorrect or inadequate use, faulty assembly or commissioning by the buyer or a third party, natural wear and tear, incorrect or negligent handling, insufficient maintenance, use of unsuitable equipment, chemical or electrochemical influences, or the existence of special influences not suspected at the time of the contract and whose origin does not come from ASM.
Clause No. 11: Software
To the extent that software is included in the delivery, the buyer obtains a non-exclusive right to use that software, limited to the delivery for which it is intended and on a single system. The buyer is not authorized to modify, redevelop, extract, or replace any part of the software. Only one backup copy is permitted.
Clause No. 12: Force Majeure
ASM shall not be held liable if the non-performance or delay in the performance of any of its obligations results from a case of force majeure, understood as any external, unforeseeable and irresistible event within the meaning of Article 1148 of the Civil Code.
Clause No. 13: Non-Solicitation of Personnel
Unless expressly agreed otherwise, each party agrees not to rehire any of the other party's employees who participated in the performance of this contract for twelve (12) months following the date of the last order. In the event of a breach of this agreement, the defaulting party agrees to immediately pay a lump-sum indemnity equal to six (6) times the last gross monthly salary of the employee in question.
Clause No. 14: Limitation of Liability
ASM cannot be held liable for any unsuitability of the equipment to the customer's needs, any performance deficiencies, or any incompatibility issues. ASM accepts no responsibility if safety instructions have not been followed by users. Beyond the replacement or repair of the defective part under warranty, ASM is not liable for any indirect loss or damage, including but not limited to data loss, loss of profits, decreased productivity, or damage to reputation. Once the machines are accepted without reservation, ASM is released from all liability related to performance deficiencies.
Clause No. 15: Jurisdiction
Any dispute relating to the interpretation and performance of these general terms and conditions of sale shall be governed by French law. In the absence of an amicable settlement, the dispute shall be brought before the Commercial Court of Antibes (Alpes-Maritimes – 06).
