1 General Points
These general terms and conditions of sale, delivery and payment apply to all offers made by RAH-INDEL SARL- hereinafter RAH-INDEL SARL - and all contracts, all sales and all deliveries . All provisions of these conditions are in force between the parties, insofar as both parties have not waived by mutual agreement, expressly and in writing. Simple reference by the co-contracting party to the conditions of purchase or other conditions is rejected by RAH-INDEL SARL.
2 Offers and orders
All offers made by RAH-INDEL SARL are not confirmed, unless they include a period of validity. Orders placed verbally or in writing are confirmed in writing (by mail, fax or email) by RAH-INDEL SARL is only bound after this written confirmation. The purchaser is entitled to cancel or modify the order within two working days following receipt of the confirmation. After this period, the confirmation will allegedly confirm a true and complete order. Offers and promises made by representatives of RAH-INDEL SARL are only considered valid as long as they are confirmed in writing by RAH-INDEL SARL.
3.1 Unless agreed otherwise, prices are excluding VAT and transport, in EUROS.
3.2 Prices appointed by RAH-INDEL SARL are based on domestic and foreign currencies, purchasing prices, transport and insurance costs, entrance fees, taxes, etc., at the date of the order. If any of these components of cost is increased after confirmation of the order but before the delivery of the products, RAH-INDEL SARL is entitled to equally allocate these increases to the purchaser.
3.3 If a price has been agreed between RAH-INDEL SARL and the buyer in a foreign currency, the Parties shall apply the exchange rate in Euros into force at the date of invoice (monthly-based currency conversion rate)
3.4 All calculated amounts and written bills are subject to complaints from both parties regarding errors and miscalculations. The amounts calculated can then be claimed, even if the purchaser has been given the amount due.
4.1 Delivery terms are agreed for each transaction. All delivery conditions shall apply in accordance with Incoterms 2010.
4.2 Delivery dates are set for each transaction. The delivery period begins to run from the date of the order confirmation by RAH-INDEL SARL and the purchaser will make available all documents, data, etc., necessary for the execution of the contract and provided also a payment guarantee agreed in the form of a guarantee on first demand or standby letter of credit.
4.3 RAH-INDEL reserves the right to make partial deliveries. Each partial delivery is considered as a separate order, compliance or non-compliance will have no impact on the entire contract, subject to the provisions of Articles 8 and 9.
4.4 The delivery time is based on the circumstances prevailing at the date of the contract conclusion. In case of delays due to a change in the circumstances mentioned above or because of the material which is needed for the execution of the contract is not made available in time, the delivery time will be reasonably extended in consideration of all the circumstances.
4.5 Unless agreed otherwise, delivery times are never to be considered as strict deadlines. Failure in delivery – for any reason whatsoever - shall entitle the purchaser after a formal written demand to perform or implement measures to the execution of the contract, with or without judicial authorization.
The carrier is defined by RAH-INDEL SARL. If the written price means including transport, RAH-INDEL SARL cannot be held responsible for any loss or damage, direct, indirect or consequential damages occurred during transport, unless it can be under the condition of the agreed delivery terms (Incoterm). If prices are transport included, they are based on a single point of delivery.
6.1 The insurance applies to conditions as they were defined in the order confirmation. It is stipulated what risks are covered by the insurance on the agreed basis.
6.2 If deliveries are insured, the purchaser shall, in the event of damages, report within 48 hours the nature of the claim by phone, fax or e–mail to RAH-INDEL SARL.
6.3 The decisions of the insurance company for the amounts claimed are binding and are completely external to the influence of RAH-INDEL SARL. Therefore, RAH-INDEL SARL can in no way be held responsible for the refusal of a claim by the insurance company.
7.1 Unless agreed otherwise, the payment period is 30 days from the date of invoice. Payments must be made in the currency mentioned on the invoice, without discount or recourse to any compensation, to a French bank in France. Payments must be subject to the « Uniform Customs and Practice for Documentary Credits, 2007 Revision, ICC Publication No. 600.
7.2 If it is agreed to guarantee the payment on first demand or with a standby letter of credit, the confirmation must be made by a French bank.
7.3 In the event of a late payment, the purchaser will be deemed in default without any notice of default or judicial intervention, and interests will be invoiced and due at a rate of 1.5% per month and all expenses incurred for the recovery of his debt will be billed. In addition, in case of delayed payments and without prejudice to any other rights granted to him by the law or the contract, RAH-INDEL SARL can either choose to suspend subsequent deliveries or to treat the contract as terminated without judicial intervention.
7.4 The full sale price will be, in all cases, immediately payable in the event of non-payment on an agreed deadline or when the purchaser became bankrupt, was made the subject of a bankruptcy or placed under guardianship when a seizure was made on property or in case of the death of the purchaser, to the extent that it is a natural person or in the event of a liquidation or cessation of business by the purchaser.
7.5 Any costs incurred by RAH-INDEL SARL due to late payment by the purchaser, including fees of third parties to whom RAH-INDEL SARL appealed in for the recovery of the claim shall be borne by the purchaser.
RAH-INDEL SARL is entitled to request, prior to the delivery the provision of an adequate guarantee of payment or an advance payment from the purchaser .
9 Retention of title
9.1 If the delivery was made prior to payment of the entire amount due mentioned in the contract, the goods delivered remain the property of RAH-INDEL SARL, until all amounts owed due to the delivery of these products, the costs of collection and interests included in this delivery were paid in full .
9.2 The purchaser is not entitled to transfer these products in property to third parties as a guarantee or not, before the property was transferred to him. However, the purchaser is entitled to resell the goods in the ordinary course of its business. The Purchaser will support RAH-INDEL SARL at all instant so it can realize its right of ownership.
10.1 Deliveries are made in accordance with agreed specifications. RAH-INDEL SARL makes sure that the products it delivered are to the date of delivery as per order the requirements imposed by the government of the country of destination in terms of safety and control.
10.2 In case of disputes related to the quality of the delivered goods, RAH-INDEL SARL is authorized to submit these to the opinion of an impartial expert. The nominee will make its decision after giving the possibility of both parties to defend their point of view once in writing and once verbally and after, if necessary, the hearing of witnesses. It also states in its decision which party will bear all or part of the costs related to the issuance of the notice.
11.1 Complaints must be filed in writing by the purchaser at RAH-INDEL SARL, within one month after delivery. After that the purchaser is deemed to have unconditionally accepted the product.
11.2 Claims made otherwise or to intermediaries, dealers, representatives, etc., have no value and have no effect.
11.3 Complaints do not suspend the payment obligations, even as regards returns approved by RAH-INDEL SARL.
11.4 Claims are not processed when third parties made a change to the product, without the consent of RAH-INDEL SARL.
If and to the extent that the products do not comply with the quality requirements agreed, RAH-INDEL SARL will decide to replace the concerned products by products of the same type or take back the products to the extent of the wrong delivery and refund the account of the purchaser, provided that the acquirer has filed his complaint under Article 12.
13.1 Any liability of RAH-INDEL SARL that results of a failure which is attributable to RAH-INDEL SARL is limited to a maximum amount equivalent to the net invoiced value of goods.
13.2 Subject to the provisions of Article 13 and paragraph 1 of this Article, RAH-INDEL SARL is never required towards the purchaser to indemnify any injury, including any direct or indirect damage of any reason or any kind whatsoever.
13.3 The purchaser will save RAH-INDEL SARL against any claims of third parties, including RAH-INDEL SARL is not responsible as a result of these conditions.
14 Unforeseen circumstances
14.1 In case of war, civil unrest, riot, fire, barriers related to terrorism, diseases reported by veterinarians or other disasters and all circumstances beyond the control of RAH-INDEL SARL, regardless they occur at RAH-INDEL SARL, the suppliers’ or the transportation company’s they work with, or if a change in circumstances meaning that subsequent enforcement of RAH-INDEL SARL obligations can not reasonably be required, RAH-INDEL SARL is able to withdraw its offers, to suspend deliveries or cancel the contract without judicial intervention, without being liable to any costs or damages.
15 Violation of legal provisions
In the event that an article of these Terms is not applicable or would be contrary to the public policy or the law, only this article will be deemed null and void and the remaining articles of the Terms remain in full force nevertheless.
16 Applicable law
Contracts and commitments thereunder, which apply in all or part of these terms and conditions, shall be governed exclusively by French laws.
17 Dispute resolution
All disputes between the parties, which can not be settled by mutual agreement, shall be settled at the discretion of RAH-INDEL SARL, by the French court of the district in which RAH-INDEL SARL has its headquarters, or by another competent court unless the parties agree to submit the dispute to arbitration.
18 Authentic text
These sales terms and conditions may be provided, and possibly signed, in a language in addition to English, but in any and all cases of conflict between the English and French versions, the French language version shall be considered controlling, as the only authentic text.