The following general conditions of sale are applicable in their entirety to any contract concluded between ASM and its customers in France or abroad, regardless of the place of delivery. All other conditions are binding on ASM only after written confirmation from it. The information below may be modified by ASM without notice.
The mere fact of placing an order implies the unreserved acceptance of these general conditions of sale. They prevail over the general conditions of purchase of the customer.
CLAUSE 1: PURPOSE
The purpose of these general conditions of sale is to govern the contractual relationship between the company Automatisation Systèmes Mécaniques, hereinafter referred to as ASM, whose registered office is at 740 avenue de Roumanille, 06410 BIOT and the customer. Deviating or additional general terms and conditions of the purchaser are only valid insofar as they have been expressly accepted in writing by ASM.
CLAUSE N° 2: ORDER
The customer can place an order by fax, by e-mail or by post. If ASM can satisfy the customer in terms of products, services, deadlines and prices then the order is considered established and ASM sends a voucher summarizing the order. If ASM cannot meet all of the customer's requirements then an acknowledgment is sent to the customer. As soon as the latter returns the signed acknowledgment of receipt, the agreement is given and the order is declared effective from this date.
Any order implies acceptance of the prices. Once the order is effective, no order modification or cancellation will be accepted without ASM's written agreement.
The studies started are not subject to any order cancellation.
CLAUSE N° 3: PRICE
The prices of the products and services sold are those in force on the day the order is taken. They are denominated in euros and calculated excluding taxes. Consequently, they will be increased by the VAT rate applicable on the day of the order. To this price, it is advisable if necessary to add the transport costs calculated according to the type of the ordered articles and the locality of the customer.
For any foreign customer, any customs duties, local taxes, import duties or state taxes are the responsibility of the customer. These rights and sums are not the responsibility of ASM and will be the responsibility of the customer and under its full responsibility both in terms of declarations and payments to the competent authorities and bodies.
CLAUSE N° 4: TERMS OF PAYMENT
Payment for the order is made to the address mentioned in the contract.
Unless otherwise mentioned by ASM when placing the order, payment is made 45 days from the end of the month after the agreement of our financial services.
In the event of payment of a deposit, the amount paid will remain acquired by ASM as a penalty clause. No payment discount will be accepted in case of cash payment.
CLAUSE N° 5: LATE PAYMENT
Pursuant to Article L. 441-6 of the Commercial Code, late payment penalties are payable the day following the payment date appearing on the invoice in cases where the sums due are paid after this date. The rate applied will be equal to 3 times the legal interest rate. The rate of legal interest retained is that in force on the day of delivery of the goods.
This penalty is calculated on the amount excluding taxes of the sum remaining due, and runs from the due date of the price without any prior formal notice being necessary.
A lump sum indemnity for recovery costs which is added to the late payment penalties may be applied to professional customers who do not pay an invoice within the stipulated time. This fixed compensation is set at €40 and may be increased if it exceeds this amount (with supporting documents).
CLAUSE N° 6: CANCELLATION CLAUSE
If within fifteen days following the implementation of the "Late payment" clause, the customer has not paid the sums remaining due, the sale will be automatically canceled and may give rise to the right to compensation for damages. and interest for the benefit of ASM.
CLAUSE N° 7: RETENTION OF OWNERSHIP CLAUSE
The ASM company, in accordance with law No. 80335 of May 12, 1980, retains ownership of the goods sold until full payment of the price, in principal and accessories.
As such, if the buyer is subject to receivership or judicial liquidation, the company ASM reserves the right to claim, within the framework of the collective procedure, the goods sold and remained unpaid.
CLAUSE N° 8: INSTALLATION, RECEPTION AND DELIVERY
If the installation, assembly or commissioning should be delayed for reasons not attributable to ASM, the purchaser must bear the full costs incurred by the waiting times and any necessary travel by the assembly personnel.
On request, the purchaser must certify to ASM the number of working hours of the assembly personnel as well as the completion of the installation, assembly or commissioning work.
Delivery, if necessary, is made to the address specified by the customer when placing his order. It can only intervene when the order is effective. ASM strongly recommends that its customers check their orders in the presence of the delivery person.
In the event of missing or damaged products during transport, the purchaser must report this on the delivery person's receipt and must notify ASM within 48 hours of receipt of the order by registered mail with acknowledgment of receipt.
Any return requires the prior agreement of ASM. Shipping costs, unless otherwise mentioned by ASM, are the responsibility of the sender.
If the customer chooses his own carrier, then all risks are transferred to the customer and ASM declines all responsibility.
The delivery time indicated when registering the order is given for information only and is in no way guaranteed by ASM.
Consequently, any reasonable delay in the delivery of the products cannot give rise to the benefit of the customer to the allocation of damages or the cancellation of the order.
CLAUSE N°9: WITHDRAWAL
The right of withdrawal cannot be exercised without the written consent of ASM.
CLAUSE N°10: WARRANTY
The warranty period for products, services and spare parts is 12 months from delivery. The warranty clause cannot be applied if the instructions for use and the operating specifications of the products have not been respected.
The purchaser must declare immediately and in writing to ASM any apparent defect. Any goods or services judged to be defective by ASM will be, at the choice of the supplier, brought into conformity or replaced free of charge.
The purchaser must give the supplier the time and opportunity necessary to restore conformity or replace a part found to be defective. Only in the event of an emergency, such as in the event of a risk to operational safety or disproportionate damage, the buyer is entitled to remedy himself, or with the help of a third party, the defect and to demand compensation for the costs incurred from ASM. In such a case, ASM must be informed immediately.
The following cases are not considered manufacturing defects:
Incorrect or improper use, faulty assembly or commissioning by the purchaser or a third party, natural wear and tear, incorrect or negligent handling, insufficient maintenance, use of inappropriate equipment, chemical or electrochemical influences, existence of special influences which do not were not suspected during the contract – insofar as their origin does not come from ASM.
If the buyer or a third party improperly remedies the defect, ASM cannot be held liable for any consequences that may arise. This also prevails if modifications of the supplied materials are made without the prior approval of ASM.
CLAUSE N° 11: SOFTWARE
Insofar as software is part of the delivery, the buyer obtains a non-exclusive right to use this software including its documentation. Its use is reserved for the supply for which it is intended. The buyer can only use it on one system. The buyer is not authorized to modify, re-develop, extract or replace parts of the software. The buyer may only make one copy of the software exclusively for backup purposes.
CLAUSE N° 12: FORCE MAJEURE
The responsibility of the ASM company cannot be implemented if the non-execution or the delay in the execution of one of its obligations described in these general conditions of sale results from a case of force majeure.
As such, force majeure means any external, unforeseeable and irresistible event within the meaning of article 1148 of the Civil Code.
CLAUSE N° 13: NO SOLICITATION OF PERSONNEL
Unless expressly agreed otherwise by the parties, each party waives the right to engage any of the employees of the other party who participated in the performance of the Contract, even if the initial solicitation is made by the employee in question. This obligation is valid for the twelve (12) months following the date of the last order. In the event that one of the parties does not respect this obligation, it undertakes to compensate the other party (in particular selection and recruitment expenses, training costs, damage resulting from its personal reputation or commitments already taken) by immediately paying him a fixed indemnity equal to six (6) times the last gross monthly salary that the employee in question will have received from the party in default.
CLAUSE N°14: LIMITATION OF LIABILITY
ASM cannot be held responsible for any inadequacy of the equipment to the customer's needs, any insufficiency of performance or any lack of compatibility of the equipment with each other.
ASM accepts no responsibility if the safety instructions have not been observed by users.
ASM accepts no liability other than that relating to products or services proven to be faulty due to its negligence. Beyond the replacement of the defective part under guarantee or its repair, ASM is not responsible for any loss or damage. ASM excludes any indirect loss and will not incur any liability for any damages or indirect costs, nor for any losses and in particular loss of data or information, and any damages or costs resulting from the use or the impossibility of use of the material(s).
Any financial or commercial damage, such as in particular loss of profits, turnover or any drop in productivity, replacement cost resulting from the unavailability of products, loss of data, loss of image constitutes indirect damage not opening by therefore no right to compensation.
As soon as the machines are accepted without reservations, ASM disclaims all liability related to the insufficiency of performance, the absence of particular results... It is also specified that the use of these machines is made under the sole responsibility of its user who waives all recourse for any cause and reason whatsoever against ASM and its insurers.
CLAUSE N° 15: JURISDICTION
Any dispute relating to the interpretation and execution of these general conditions of sale is subject to French law.
Failing amicable resolution, the dispute will be brought before the Commercial Court of Antibes (Alpes Maritimes – 06).
