Tous droits de modifications réservés  ©2014 BR   SIRET : 015 550 775 N°   NAF : 2841Z   TVA Intracommunautaire : FR 90 015 550 775 Guillemin  Z.I de LONGVIC -7, Rue de Romelet  21600 LONGVIC FRANCE      Tél:   33(0) 380 651 441       Fax : 33(0) 380 665 903       Courriel : Plan du site
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Condiciones Generales de Venta
1(a) – ENTIRE AGREEMENT  The provision on the face hereof and the terms and  conditions of sale constitute the entire agreement  between seller and buyer and supersede buyer’s  purchase order and any other communications  between the parties, whether written or oral. Any  different or additional provisions, instructions or  terms in your acceptance of this order are hereby  objected to.  1(b) – DOCUMENTATION  The technical data featured in our catalogues, price  list or documents are only given for guidance.  Guillemin SAS reserves the right to make any  modifications without notice according to the  economic conditions or technological evolution. 2 – PRODUCTS AND PRICE  Our machines are performed in accordance with our  specifications of manufacturer of standard and  special riveting machines, and special assembly  machines. Together with your order, you will have to provide all  documents necessary to the good performance of  this order, particularly samples and all the drawings  with appropriate mentions such as material, sizes  and tolerances....Guillemin SAS will assess that all  technical data comply with the information priorly  despatched for the quotation.  The order is firm and definitive.Guillemin SAS will  acknowledge reception of this order after  acceptance of all terms and after acceptance of all  the technical data mentioned above.  Guillemin SAS commit themselves to perform the  machine as described above on the condition that  the products comply with the final assessment of  technical data agreed upon between Guillemin SAS  and Buyer.  The products listed hereon shall be invoiced to  Buyer at Seller’s price in effect at the time of the  agreement and within the validity period stated in the  original quotation. No modification of products will be accepted after  the initial clarification of technical data of the  products for final acceptance by Guillemin SAS of  the order placed by Buyer.  Would Buyer wish to modify some product features,  this would require an amendment of the present  contractual project. Such modification shall be  accepted by both parties and only then result in a  modification of the project. The cost of modification  will be included in the Price as described in the  present agreement. The delivery time will be  postponed consequently and the payment conditions will be adjusted adequately. The non acceptation by  Guillemin SAS of these required modifications will  not modify the validity of the signed order and its  conditions. The Buyer undertakes to use the drawings, technical  data and information supplied by Guillemin SAS for  his sole purpose only, pursued within the scope of  this agreement, and to refrain from any disclaim of  these drawings, technical data and information to  any third party. In no way shall Buyer be authorized  to unveil and/or transmit drawings, technical data  and other information, supplied by Guillemin, to any  third party, with regards to assembly, mounting,  dismantling of our materials and products, without a  prior duly signed written authorization by Guillemin  SAS, who remain sole owner of that information and  the related documents, either it be in the form of  hard copies or files ( Cad, dxf, dwg, pdf, etc...).  3 – LIMITED WARANTY   REMEDY, Seller’s maximum liability for any damage  arising out of, connected with, or resulting from this  Agreement, or from the performance or breach  thereof, or from the design, manufacture, sale,  delivery, resale, installation, technical direction of  installation, inspection, repair, orientation or use of  any goods covered by or furnished under this  Agreement shall, in no case, exceed the price of the  defective or nonconforming goods. Our materials are  usually warranted 1 year – for a normal use of  equipments over periods of 8 hours shifts a day – starting at delivery of the equipment. Potential  defects have to be point out by the purchaser and  duly point out and agreed by Guillemin SAS. Our  warranty as manufacturer is strictly limited to the  repair or replacement of our products without  damages. We decline every responsibility  concerning injuries, loss, direct or indirect damage  (loss of profit or revenue, loss of use of the goods,  or any associated goods, cost of capital, cost of  substitute goods, facilities or services,  downtime 
costs, or claims of customers of the buyer for  damages, and other than as set forth above)  which may result from misuse or wrong working  conditions ( different from the one we advised),  and consequently we will not pay any damages.  Seller expressly disclaims all liability for injuries  and all loss, expense and damage arising from  any cause or for any reason whatsoever including  the negligence of the seller in the manufacturing  process, including testing and inspecting, to any  and all persons who buy, use or are otherwise  injured by the goods which are the subject of this  Agreement. Every claim on account of defective  goods, short count, or for any other cause shall be  deemed waived by the Buyer unless made in  writing within 1 month from the receipt of goods to  which such claims relates. Defective goods may  be returned to Guillemin SAS in France only upon  permission and definitive instructions from  Guillemin SAS. Cost of shipment of these goods  shall be borne by Buyer, as well as any export or  import duties and any other local or international  taxes. Cost of shipment of replaced or repaired  goods back to Buyer shall be borne by Guillemin  SAS.  The guaranty shall only be valid under strict  observance of the instructions included in the  manual of use and maintenance delivered with  the equipment. We accept no responsibility for consequences of  wrong manipulations or wrong procedures of  installation, wiring, connections, and start up in  your factory, by your personnels, as well as lack  of care, deteriorations, wrong use of lubricants,  repairs performed by third parties.  4 – SHIPPING TERMS  Delivery terms are Ex-Works unless otherwise  stated in the Agreement, and confirmed in the  Acknowledgment of order sent by Guillemin SAS  upon receipt of the order.  5 – TAXES   Any taxes imposed by Federal, State, Municipal  or other government authority with respect to this  transaction shall be paid by Buyer in addition to  the quoted sales price. 6 – LEAD TIME   Seller shall do his utmost to deliver the goods  within the schedule planned.  Lead times are  given with good faith. Lead time starts at shipment  of Acknowledgment of order upon receipt of  Buyer’s Purchase Order, provided all technical  data have been clarified and agreed upon, and  provided all down payments being made without  delay on the part of the Buyer. Any delay from the  Buyer in proceeding the down payments shall  result automatically in the consequent extension  of the lead time and delivery date.   However Seller shall not be liable for delays in the  lead time and/or shipment of goods. Acts of war,  labor difficulties, accident, strike, inability to obtain  raw material, or any other cause of any kind  whatever beyond the control of seller are all  considered as Force Majeure. In no case shall seller be liable for loss of profits  or any accidental or consequential damages on  account of any delay in delivery or any failure to  manufacture, ship, deliver. If commissioning of the equipment is part of the  contract, this commissioning procedure shall take  place according to the following procedure, unless stated otherwise in the agreement :   Initial Approval of the machine in our factory, by  making approximately ~1 hour of production  Final Approval will take place in your factory, at  the location agreed upon in the agreement,  after  shipment of the machine, by making  approximately ~1 hour of production.  It will take place 2 months after shipment of the  machine, at the latest. Otherwise, the machine will  be reputed accepted and final payment will be  released. About 6 to 8 weeks before the initial approval, you  will have to send us parts to enable us make the  set up of the machine. The exact quantity of  materials required will be indicated to you in due  time. Would the contract include an obligation of  compliance with parameters such as, but not  limited to, yield, cpk / cmk values....  commissioning and approval procedures shall  only be valid if performed in presence of our  technicians. Related minutes will be made, with  the signature of both representatives of Buyer and  Guillemin SAS.  
7 – AUTHORITY  No agent, employee or representative of the  Seller has any authority to bind the Seller to  any affirmation, representation or warranty  concerning the goods which are the subject of  this order, and unless affirmation,  representation, or warranty made by any  agent, employee or representative is  specifically included in this order, it has not  formed a part of this bargain and shall not in  any way be enforceable.  8 – MODIFICATION  Name of the terms and condition contained in  this order may not be added to, modified,  superseded or otherwise altered except by  written instrument signed by any authorized  representative of Guillemin SAS, and an  authorized representative of the Buyer and  delivered to the respective parties.   9 – CONTROLLING LAW AND COURT This agreement shall be construed, and the right and duties of the parties hereto shall be determined, in accordance with the French Law, under the sole jurisdiction of the Dijon Court. This Agreement shall not result in a binding contract until it is accepted by Seller at Seller’s office in France – Guillemin SAS, 7 rue Romelet, 21600 Longvic. 10 – CARRIER LOSS AND DAMAGE REMEDY  under our terms of sale we have no responsibility for the shipments after we have tendered them complete and in good order to the carrier. It is your responsibility to file claim with a carrier for any loss or damage. We are willing to assist you in every possible way in collecting claims for loss or damage, but this willingness on our part does not make us responsible for collection of claims or replacement of materials. If any of the goods specified on the carrier’s delivery receipt are damaged, do not accept them or sign the receipt until a carrier agent makes a shortage or damage notificationon the receipt. If concealed loss or damaged is discovered, notify the delivering carrier at once and request inspection. If the above procedure is not followed, there is absolutely no way to compel carrier to make restitution. 11  - RESERVATION OF OWNERSHIP In compliance with French Law n° 80335 of 12th May 1980, title to the products passes to the buyer only after completion of all payments. All risks covered are purchaser’s charge. Down payments may be retained to cover costs of resale of the equipment. 12 – PAYMENT TERMS Our goods are payable at Guillemin SAS – Longvic, France whatever the means of payment. All orders will have at least 2 payment terms : one down payment of 40% at order, and one final payment before or after delivery. However other dispositions may be arranged according to the agreed contract, as stated in the Acknowledgment of order sent by Guillemin SAS to the Buyer on receipt of his purchase order. Unless stated otherwise, payments will be done thanks to bank transfers Swift. However, the contract may include other dispositions such as, but not limited to, Documentary Credits, Letter of Credit Stand By.... In case of partial or total failure of payment by Buyer to Guillemin SAS, at the terms agreed upon under this contract, Guillemin SAS may, as of right, terminate the contract without notice. As a consequence, all partial payments hitherto made shall be retained by Guillemin SAS without prejudice of any additional demand of further compensation for damages.