The following Terms and Conditions (“Terms”) are applicable to all sales made by SORHEA, (“Seller”), a French company with offices located at 1, rue du Dauphiné, 69120 Vaulx-en-Velin, France, to any individual or entity with whom Seller has executed a sales contract or is negotiating a sale (“Buyer”).The acceptance of any order is expressly conditioned upon Buyer’s consent to these Terms. No interlineations, deletions, modifications or amendments to these Terms shall be binding on Seller unless agreed to and accepted in writing by Seller.
All sales are subject to written confirmation by Seller. Receipt by Buyer of Seller’s acknowledgment of an order without prompt written objection thereto shall constitute acceptance by Buyer of these Terms.
Buyer must respond to Seller’s notice of acknowledgment or order acceptance within five (5) business days of receipt of such acknowledgment or Buyer will waive its right to cancel the order.
II. PRODUCT PRICE QUOTATIONS
The quotations or tenders are noncommittal and non-binding in nature. No contract shall arise until a written acknowledgment from Seller accepting the Buyer’s order, is sent by Seller to the Buyer. In the absence of said written acknowledgment, a contract will form upon presentation of the goods or equipment that is the subject of the order (the “Product(s)”). Because no contract is formed until Seller acknowledges Buyer’s order in writing, or until the Products have been presented to Buyer, these Terms shall supersede any and all terms of Buyer. These Terms shall expressly prevail over all other writings, documents and agreements between the parties unless such documents are signed by an authorized agent of the Seller. Seller will be entitled to adjust agreed prices on the basis of the average change in the cost price of the Products or services to be delivered and/or activities to be performed by the Seller. The adjustment of agreed prices and rates will apply as of the beginning of the first month after the Buyer has been notified in writing of the adjustment.Price quotations are understood to be exclusive of taxes, Ex-Works SORHEA Warehouse in Vaulx-en-Velin, France. All taxes, duties, tariffs and levies due on orders will be the obligation of the Buyer.The weights, dimensions, capacities, performance ratings, characteristics and other data on Seller’s catalogs, prospectus, circulars, advertisements, price lists and instructions sheets are mentioned only as general information. They are only approximate and shall not bind Seller. In addition, to guarantee a constant improvement of its Products, Seller can directly modify without prior notice, the technical or aesthetical characteristics of its Products, including those of an order in progress.
Unless otherwise specified by the parties in writing signed by an authorized agent of the Seller, the Products are to be delivered “ex works”, at Seller’s place of business (as “ex-works”/ EXW is defined by INCOTERMS ® 2010). The method and agency of transportation and routing will be designated by the Seller. In the event the Buyer requests alternative shipment or routing, extra packing, shipping and transportation charges may apply to Buyer’s account. Seller is not responsible for any damage in shipment. The Products are shipped at the risk and peril of the Buyer. In no case shall acceptance of the Products be refused except for reasons of non-compliance.
IV. DELAYS IN DELIVERY
Any specific shipping date designated in writing signed by the Seller shall be interpreted as estimated and in no event shall dates be construed as falling within the meaning of “time is of the essence”. The Seller shall not be responsible for any delays in filling orders, nor shall it be liable for any loss or damages resulting from such delays. If a specific shipping date is specified in the order or later agreed to by the Seller, then the Seller shall not be liable for any delays in filling such order caused by delays resulting from any and all conditions beyond the control of Seller, including but not limited to, (a) accidents to or malfunctions of Seller’s or Seller’s subcontractors’ or suppliers’ machinery; (b) differences with employees, strikes, or labor shortage; (c) fire, floods, hurricanes or other natural disaster; (d) supplier or subcontractor delays, including any quantity or quality defects; (e) delays caused by an instrumentality of the French Government or any government or any agency; (f) delays in transportation; (g) restriction imposed by any governmental regulation, whether valid or invalid; or other cause beyond the control of the Seller, or any condition without the sole fault or negligence of the Seller.
Under no circumstances shall Buyer or Buyer’s customer be entitled to any damages for Seller’s failure to ship on time, and Buyer agrees to indemnify, defend and hold Seller harmless against any costs and expenses related to any claims for lost profits or any other consequential damages based on Seller’s failure to deliver timely.
If Buyer does not accept or pick up the Products at the date specified in the order or later agreed to by Seller, the delivery of the Products shall nevertheless be deemed accepted by Buyer who shall therefore pay for the Products delivered. The storage of the Products arranged by Seller will be at the risk and expense of the Buyer. Seller shall further be entitled, to the exclusion of any other remedy for the Buyer’s failure to take the products, to recover any expenses properly incurred in performing the contract and not covered by payments received for the Products delivered.