General Terms of Sale
1. Application of the General Terms of Sale
All orders placed with GANGLOFF SCOMA BOTTLING MACHINES entail the customer’s automatic and complete acceptance of these general terms of sale, unless otherwise agreed previously in writing with the customer.
2. Validity and scope of the offer
The estimate provided to the customer, which constitutes a contractual offer, is valid for one month as from the date of it being sent by GANGLOFF SCOMA BOTTLING MACHINES. After this period, the offer is no longer binding on GANGLOFF SCOMA BOTTLING MACHINES.
The documents enclosed with the offer, such as sketches, plans, photos, and any information enclosed with the offer such as speed, power, weight, sizes, consumption are given as an indication only and may not under any circumstances be binding on our company, or give rise to the termination of the agreement or to a claim for compensation.
In the case of a contradiction between our offers and our general terms of sale, our offers will prevail.
3. Conclusion of the agreement
The agreement is binding upon receipt, by GANGLOFF SCOMA BOTTLING MACHINES, of the offer dated and signed by the customer.
4. Amendment of the agreement
Any amendment to the terms of the initial order by the customer shall lead to a rider of the agreement drawn up, in duplicate and signed by both parties. These amendments may lead to extending the delivery lead-times initially stipulated and/or additional invoicing, which the customer specifically acknowledges and accepts.
5. Cancellation of the order
Any request by the customer to cancel an order accepted by GANGLOFF SCOMA BOTTLING MACHINES is analysed as a termination of the agreement. In this event, no deposit received shall be returned to the customer, without prejudice to GANGLOFF SCOMA BOTTLING MACHINES’s right to claim the whole price of the sale and/or the payment of compensation.
6. Price and settlement conditions
Price: Unless otherwise stipulated, all of our prices are indicated in Euros.
Deposits: GANGLOFF SCOMA BOTTLING MACHINES‘s work may only start upon receipt of a deposit of 30% (thirty percent) of the amount of the order. The deposit will be paid in full by bank transfer upon acceptance of the offer. Any delay in settling the deposit shall delay the orders of raw materials by our factories, accordingly, and the agreed delivery date; the customer may not make any claim whatsoever against GANGLOFF SCOMA BOTTLING MACHINES for such delay. A second deposit, of 60% (sixty percent), before departure of the machine from our workshops.
Balance: The payment of the balance of the order, i.e. 10% (ten percent), shall be invoiced upon the final receipt of the machine on the agreed site.
Customer-credit: Any decline in the customer’s solvency, assessed according to the quoted value of the specialist authorities used by GANGLOFF SCOMA BOTTLING MACHINES and regardless of when it is made aware to GANGLOFF SCOMA BOTTLING MACHINES will entitle us to review the amount and date of payment of the deposits.
Holdback: If, by special agreement, an holdback is stipulated, GANGLOFF SCOMA BOTTLING MACHINES reserves the right to replace it with a bank guarantee.
This may not exceed 5% (five percent) of the amount of the order and its term may not last for more than 1 (one) year as from delivery of the equipment.
Absence of early-payment discount: No discount is granted by GANGLOFF SCOMA BOTTLING MACHINES in the case of settlement of the whole price upon placing the order. Consequence of payment delay: application of a delay penalty equal to three times the legal interest rate. Besides and in compliance with articles L.441-3 and L.441-6L of French Commercial Code, every professional in situation of payment delay owes us a 40 euro fixed-sum fine. If collection charges are higher, GANGLOFF SCOMA BOTTLING MACHINES reserves the right to request a complementary compensation, on justification.
7. Retention of title and transfer of risks
The equipment remains the ownership of GANGLOFF SCOMA BOTTLING MACHINES until full payment of the price agreed. The risks are transferred upon the availability of the equipment in the place agreed with the customer. The unloading operations are the customer’s responsibility.
8. Manufacturing and delivery lead-times
Unless otherwise agreed with the customer, the manufacturing and availability lead-times of the equipment with the customer are given as an indication only. In any event (indicative or fixed lead-time), the starting point of the manufacturing or delivery lead-time coincides with the receipt by GANGLOFF SCOMA BOTTLING MACHINES of the corresponding entirety deposit or balance. The lead-time indicated by GANGLOFF SCOMA BOTTLING MACHINES shall be increased by the delay caused by the customer in providing GANGLOFF SCOMA BOTTLING MACHINES with any document, deed, sample or other goods (bottles, stoppers, caps, products etc.) required in order for GANGLOFF SCOMA BOTTLING MACHINES to perform the agreed services. Furthermore, the implantation plan should be confirmed within a period of three (3) weeks as from the date of signature of the agreement, otherwise the manufacturing lead-time may be increased. Should the customer has imposed a supplier or service provider on GANGLOFF SCOMA BOTTLING MACHINES any delay by the said service provider in providing its service or supply may lead to extending the delivery lead-time initially stipulated, for which GANGLOFF SCOMA BOTTLING MACHINES may not liable for the breaches of a third party that it has not chosen; this is specifically acknowledged and accepted by the customer.
It is expressly acknowledged that the contractual deadlines are mandatory except in the event of force majeure or an event making it impossible for Ets PERRIER to fulfil its obligations (such as lack of supply of materials, health crisis, etc.).”
9. Delivery
All of our machines are delivered FCA St Laurent de Mure (according to Incoterm DAP 2010). Unloading operations are therefore performed at the purchaser’s costs and risks.
10. Acceptance of the delivery and production
The provisional acceptance takes place in GANGLOFF SCOMA BOTTLING MACHINES’s premises. On the date of delivery in the customer’s premises and at the latest two (2) months after delivery in the customer’s premises, the latter will provide GANGLOFF SCOMA BOTTLING MACHINES with the production form, duly signed and, where appropriate, including any possible reservations. In the case of putting into production, without having signed the production form, the customer is deemed to have accepted the delivery unreservedly. It is reminded that the acceptance is an obligation for the customer and that GANGLOFF SCOMA BOTTLING MACHINES reserves the right to take legal action in the case of unlawful withholding of this acceptance.
11. Warranty
As part of the legal warranty, the customer benefits from the hidden defects warranty on tangible moveable property, as stipulated by the terms of articles 1641 and thereafter of the French Civil Code, except in the case of exemptions accepted by law. Legal action regarding the warranty against hidden defects must be instigated within a period of one (1) year as from the final acceptance of the equipment delivered.
12. Disclaimer of warranty owed by GANGLOFF SCOMA
The warranty is not owed by GANGLOFF SCOMA BOTTLING MACHINES in the following cases:
– unless otherwise agreed, on the subsets of the equipment manufactured by another manufacturer, whether this subset is supplied by GANGLOFF SCOMA BOTTLING MACHINES or by the customer, as the warranty provided by the said manufacturer is the only warranty that the customer may apply;
- poor use of the good by the customer;
- operating defect as a result of an intervention performed by a private individual or legal entity other than GANGLOFF SCOMA BOTTLING MACHINES and performed without the latter’s authorisation;
- normal wear and tear of the good;
- negligence, lack of servicing, lack of respect of the maintenance plan;
- operating defect resulting from a force majeure situation.
13. Claims
Any claims is only binding if it specifies the type of defect noted and if it is sent by registered letter with confirmation of receipt so that it has a definite date and so that GANGLOFF SCOMA BOTTLING MACHINES may act in full knowledge of the facts. The customer may not, under any circumstances, withhold all or part of the amounts remaining owed to GANGLOFF SCOMA BOTTLING MACHINES.
14. Customer service
GANGLOFF SCOMA BOTTLING MACHINES will ensure the customer service of the services provided which are not covered by the warranties owed by the manufacturer. The customer service shall not be confused with the warranty and shall be performed in return for payment.
15. Intellectual property
GANGLOFF SCOMA BOTTLING MACHINES maintains all of its artistic and intellectual property rights on its projects, in particular the studies, sketches and plans performed on behalf of the customer and enclosed in the offer or any communication with the customer. Any communication by the customer to another professional, in particular a competitor of GANGLOFF SCOMA BOTTLING MACHINES, of the estimate or order form thus drawn up, shall incur the customer’s liability, unless GANGLOFF SCOMA BOTTLING MACHINES has given its prior written consent.
16. Jurisdiction – Applicable law
Any dispute shall be exclusively settled, unless an out-of-court solution is reached, by the Court with exclusive jurisdiction in the place in which GANGLOFF SCOMA BOTTLING MACHINES’s registered office is located; such court shall have exclusive jurisdiction even in the case of an introduction of third parties and/or several defendants. The relations with the purchaser are governed by French law. In case of translation of these general terms of sale into a foreign language, only the text drafted in French shall have binding value.
All clauses regarding the place and means of delivery and payment may not entail amendment of the preceding terms.