Our purchases are made under these conditions, based on the general provisions of the law. Even if our supplier declares in printed form that these conditions alone are valid for the regulation of our business relations, this declaration is not binding on us and has no influence on our legal relations, irrespective of the form of this declaration and the circumstances in which it was made in connection with the conclusion and execution of the Contract. The content of the Contract shall also not be affected by our silence with regard to proposals for changes made directly or indirectly by our Supplier, nor by the fact that we accept deliveries without reservation. Unless otherwise stated, the quotation shall remain valid for 30 days from the date of dispatch or delivery by the Supplier. If our purchase orders are not accepted by our supplier as quickly as circumstances permit, they shall no longer be binding on us until the final conclusion of the Contract, unless we have granted our supplier a longer acceptance period. Purchases which do not correspond exactly to our offer, as well as oral, telephone, telegraphic or telexed orders, supplements, changes or agreements on minor points are only binding on us if we have expressly confirmed them in writing. Any point discussed with our agents or representatives is only valid if confirmed by us in writing.
The only documents governing the agreement of the Parties (the Contract) are, in descending order of priority
a) ALLUCYNE’s order and its annexes which may include, in particular, special conditions and these general conditions
b) The supplier’s quotation or the Contract signed with the supplier
c) ALLUCYNE’s acknowledgement of receipt of the purchase order, if applicable.
This Agreement, together with its schedules, expresses the entirety of the obligations of the Parties. No clause contained in any document sent or delivered by the Parties may be incorporated into it.
Any communication between the Parties shall be in writing and sent to the address of the other Party which shall be indicated on the Contract or on the order. The Parties understand that all communications sent by e-mail to the address of the other Party indicated on the order shall be in writing.
The Products are purchased and/or supplied according to the terms of the Contract at the time of purchase. The Contract is concluded when the confirmation of the purchase order arrives at the supplier and when the supplier returns it signed.
Prices and Products are not subject to change at any time.
With regard to the works that our suppliers deliver to us according to our wishes, our suppliers shall be deemed to have fulfilled our obligations if they deliver to us in accordance with the instructions given, without being obliged to check them in any way or to test the delivered product with regard to the expected or hoped-for results.
Costs relating to modifications for which we are not responsible shall be borne by the supplier. However, ALLUCYNE retains all intellectual property rights to the service or product supplied.
Les coûts relatifs aux modifications pour lesquelles nous ne sommes pas responsables, seront à la charge du fournisseur. ALLUCYNE conserve toutefois toute la propriété intellectuelle de la prestation ou du produit fournie.
No modification, supplement or waiver of this Agreement or of the supplies shall be binding on the Parties unless signed in advance by both Parties. ALLUCYNE shall have the right, in the absence of a written order or agreement on prices and conditions, to suspend or refuse performance of the services. No clause of this Agreement considered unenforceable shall cancel any or all of this Agreement, which shall remain in effect, as provided by law.
Time limits will be extended in case of force majeure, in case of modifications, in case of delay attributable to the Supplier or to a third party and generally for any delay or event not attributable to ALLUCYNE or beyond its reasonable control.
If the supplier fails to meet the contractual performance deadlines, for reasons directly attributable to it, and where the delay causes damage to the Customer, the latter shall pay, after formal notice has remained unsuccessful and at ALLUCYNE’s reasoned request, compensation calculated on the contractual amount excluding tax of the services concerned, at the rate of 0.2% per full week of delay. The cumulative amount of these penalties may not exceed 5% of the amount excluding tax of the services concerned.
These penalties shall have the character of lump-sum damages and shall be exclusive of any other compensation of the supplier in this respect and of any other sanction. Any technical or performance penalties provided for in the Contract shall be in the nature of liquidated damages and shall be exclusive of any other compensation for failure to comply with performance and of the application of any other penalty. The supplier’s liability for delay and/or non-compliance with performance shall not exceed a total amount of 5% of the Contract price excluding VAT.
Ces pénalités auront le caractère de dommages et intérêts forfaitaires et seront exclusive de tout autre dédommagement du fournisseur à ce titre et de toute autre sanction. Les pénalités techniques ou de performance éventuellement prévue dans le Contrat ont le caractère de dommages et intérêt forfaitaires et sont exclusives de tout autre dédommagement au titre du non-respect des performances et de l’application de toute autre sanction. La responsabilité du fournisseur au titre du retard et/ou du non-respect de performances ne pourra excéder un montant total de 5% du prix HT du Contrat.
If the performance of a contractual obligation is delayed, restricted or prevented by force majeure, fire or other catastrophes, natural disasters, work stoppages, war, strikes, shortages or delays in the supply of raw materials or capital goods which could not be foreseen or by any other circumstance which could not be overcome despite reasonable care and/or without a significant increase in the cost price, the Party whose performance is thus compromised shall not be held liable and the time limits available to it for performance shall be extended accordingly.
Acceptance of the object of the work (e.g. a product) requires prior written agreement.
The supplier shall notify ALLUCYNE of the completion of the Services by letter or entry in the minutes of the project meetings. Within 20 days of such notification, the supplier shall proceed with pre-acceptance operations, including testing, in the presence of ALLUCYNE if necessary. The acceptance tests shall be recorded in a report signed by both parties.
The date of acceptance, with or without reservations, is the date of completion of the Services resulting from the notification. Acceptance is tantamount to a check by ALLUCYNE of the conformity of the subject matter of the Contract. If, for reasons for which we are not responsible, the acceptance tests cannot be carried out on the agreed date, the qualities that should have been verified shall be deemed to exist; acceptance shall be deemed to have taken place.
Refusal of acceptance may only be based on incompleteness of the Services or on a series of serious defects that prevent normal operation of the installations performed by the Supplier. If the tests show that the equipment does not comply with the Contract, our supplier shall immediately correct such defects as soon as possible.
Acceptance shall be deemed to have been granted without reservation, in the event of failure by the supplier to respond or to indicate the reasons for refusal of acceptance, 20 days after the notification referred to in the first paragraph. In the event of acceptance with reservation, the supplier has a period of 30 days from ALLUCYNE’s decision, unless otherwise agreed, to perform the necessary Services. Failure by ALLUCYNE to respond within 15 days of notification by the supplier of the performance of the Services shall be deemed to constitute a decision to lift the reservations.
If, for a reason attributable to the supplier, the item cannot be delivered, the supplier shall store the product at its own expense and risk.
Offices & Headquarters: SARL ALLUCYNE, The JonXion Tower, 1 avenue de la gare TGV, 90400 Méroux – France,
www.allucyne.com, firstname.lastname@example.org, RCS Belfort 510 742 901 – SIRET 51074290100018 – Identifiant TVA FR31 510 742 901