GTS

GENERAL TERMS OF SALE OF EURADIF

DEFINITIONS :

«Product» shall mean, in these general terms of sale, the panel for a PVC or Aluminium entrance door, decorative glazing, products from our RT DOORS collections, as well as the SAFEDOORS shielded doors, and any other product marketed in the future.

«Buyer» shall be considered as a Buyer any individual or legal entity buying a product .

«Seller » shall be referred to as seller the EURADIF company.

I – GENERAL PROVISIONS :

1. General terms of sale

Any subscription of a sale contract involving EURADIF products implies the acceptance of these general terms of sales and of the seller’s price list.

The Buyer acknowledges that it has read these general terms of sale before entering into the contract.

It acknowledges that these general terms of sale shall prevail over all terms of purchase, unless otherwise formally agreed by the seller.

2. Specific terms of sale

The specific terms of sale are made up by :

  • The estimate prepared by the seller for the Buyer,
  • Failing, the seller’s written acceptance reproduced on the order placed by the Buyer.

In the event of any conflict between the specific terms prepared by the Seller and those written by the Buyer, the Buyer acknowledges that the sale terms shall prevail over the purchase terms, unless as otherwise formally agreed by the seller.

3. Inception of the contract

The sale shall be deemed entered into on the date the Buyer receives the order confirmation sent by the seller.

The Buyer has, as from the contract formation date, an additional one day period, counted in working days, to change its order, as needed.

After such time no change will be accepted.

II – CONFIDENTIALITY :

This confidentiality clause shall apply to any information, of any nature and whatever the medium thereof (studies, drawings, plans, models, sketches, techniques, methods, data, specifications, documents, etc… ), other than those formally designated by the seller as non-confidential.

Shall be subjected to secrecy any information that is disclosed before the contract date or is disclosed during the term thereof by the seller.

The Buyer shall formally refrain from disclosing the thus defined information in the framework of a duty of result.

Likewise, it agrees not to use the said information even if such use does not involve the disclosure of the confidential information.

All pictures, technical drawings and sale materials provided to the Buyer remain tools that are exclusively intended for the sale of the EURADIF products.

The Buyer thus agrees to refrain from using the media subjected to secrecy to sell competing products.

Failure to comply with any of the duties of the parties in the framework of this clause shall result in the sanctions specified in this agreement.

III – PRICES :

The seller may change its prices at any time without notice and without any resulting liability.

IV – DELIVERY – TRANSPORT :

Unless otherwise provided, the delivery is deemed completed in our plants or stores.

The delivery date is given for informational purposes and without any guarantee.

No failure to meet that delivery date will result in compensation or withholding.

However if a Buyer does not receive the products on the indicative date, it may cancel all or part of its order twenty days after an unsuccessful injunction sent by registered mail with receipt confirmation.

The delivery time indicated shall be suspended by right in case of any event beyond the seller’s control and resulting in delaying the delivery.

At any rate, on time delivery shall not be made unless the Buyer is up to date in its duties towards the seller.

The Buyer shall be responsible, unless otherwise provided, for ensuring the cost and risks of the sold goods transport, after delivery. In the event the goods are held by the carrier, we decline any liability.

Any claim regarding a possible defect in our products should be notified to us in writing within 48 hours regardless of the reserves mentioned on the carriage slip receipt. In the event of any transport damage, a letter should be sent by registered mail to the carrier within 48 hrs as well as a copy to our departments. Please note that such reserves should be clearly mentioned, for instance :
«1 torn package » or «2 collapsed packages ». Simply stating : « Subject to unpacking » is not enough and does not entitle to payment by the carrier’s insurance.
No return may be made without out prior authorisation, costs being borne by the Buyer. Goods whose return has been accepted will be accepted only if they are in perfect condition, uncut and in their original packaging.
In addition, a product that is the subject of a possible complaint and requiring and inspection should be made available to the EURADIF company, on the client’s premises whose address is shown on our order confirmation s and slips.
On the seller’s request, the Buyer shall take pictures of the incriminated products and send them to the seller. Any refusal shall result in the warranty request not being taken into account.

V – RESERVATION OF TITLE :

Delivered products remain the property of the seller until the full settlement of their price in principal and interests.

Should the Buyer fail to pay any fraction of the price on the agreed terms, and 15 days after an unsuccessful injunction sent by registered mail with receipt confirmation, the sale shall be terminated by right if the seller so wishes.

The seller shall remain the owner of the delivered goods until the full settlement of their price but the Buyer shall become responsible therefore upon their physical delivery ; it shall bear the risks thereof.

As a result, the Buyer agrees to take out an insurance policy to cover theft, loss or destruction of the goods designated, with a company at its option.

The Buyer shall not, under penalty of the seller immediately claiming the products, alienate the delivered products, which belong to the seller until the full settlement of the price, to resell, transform or pledge tem.

Cheques and bills of exchange are not considered as payments before their effective cashing.

In the event of court reorganisation proceedings against the Buyer, the products may be claimed by the owner within 3 months as from the pronouncement of the ruling opening the said proceedings.

In the event of any stoppage of payment, the delivered products shall become unavailable. The Buyer may not transform or resell them, and any prior authorisation shall automatically stop applying.

VI – PRICE – PAYMENT TERMS – PENALTIES :

1. Price

The prices of the products and services are those applicable upon the preparation of the estimate or acceptance of the order. The prices are given in Euros and before taxes. Therefore they shall be increased by VAT at applicable rates ; their nature (firm or revisable), and amount are indicated in the specific terms.
The prices include reductions and discounts that the seller may grant.
No discount will be granted in the event of early payment.

2. Payment terms

Unless otherwise provided, prices are payable cash on receipt of invoice or on 30 day terms from the invoice date subject to acceptance, and according to requested banking sureties. A 30% instalment will be requested upon the order confirmation. Failing a specific agreement, the whole payment will be made upon the order.
In the event of our agreement on the payment of our invoices by bill of exchange, the latter shall reach us duly accepted and signed, with no condition nor reserve, within 10 days as from the date shown on our invoices. The first order shall be payable upon delivery. Failing payment on any term, in the event of spread payments formally accepted by us, the other terms shall become immediately payable even if they resulted in bills of exchange.

3. Penalty clause

In addition and in pursuance of legal provisions, the Buyer shall automatically owe a penalty equal to 20% of the amount of the invoice unpaid on term (without any need for an injunction) notwithstanding the automatic application of an interest rate equal to 3 times the legal interest rate, until full settlement.
Such penalties are calculated on the amount all taxes included of the outstanding sum and shall accrue as from the price term, with no prior injunction being required.

4. Early payability

In the event of several orders, if one of the invoices is not paid on term, the other current invoices will be immediately payable, and deliveries of current orders will be suspended.

VII – WARRANTY :

The products sold are subject to the warranty terms of the suppliers.
EURADIF products shall be guaranteed for a 3 month period as from delivery.
The warranty only applies to an operating defect caused by a material, manufacturing or designing defect.
In order to be entitled to the warranty, the Buyer shall promptly advise the seller upon finding an operating anomaly.
The product should be used in accordance with the use defined in the order.

A – For PVC entrance door panels

The warranty is excluded :
– If the defective material or design results from the Buyer.
– If the operating defect results from unauthorised work on the product.
– If the defective operation results from normal wear of the product or from negligence or a maintenance defect due to the Buyer.
– If the defective operation results from force majeure.
– If the PVC entrance door panels received a coat of paint, tint or any other product.
The 10 year warranty shall apply in the following cases :
– Yellowing due to UVs on the thermoformed or smooth wall located outside ;
– Lowering of the walls from their support.
A + or – 4 mm warping in the centre is tolerated.
Panels with digital printing carry a warranty limited to 5 years in the following cases :
– Good resistance of the coating (loosening of colours and varnish on the PVC plate),
– Good resistance of the ink colours (normal colour evolution over time).
The warranty is excluded if :
– The panels are exposed to industrial and coastal type areas, with moderate salinity.
– If the anomalies cover less than 5 % of the surface area.
The above-mentioned warranty shall not apply unless the following instructions have bee complied with :
– The protection film should be removed immediately after installation.
– The coatings should be cleaned with soapy or clear water at least once a quarter, and carefully rinsed with clear water without additives.
– The cleaning should be done by hand and with not machine (high pressure cleaner for instance). The cleaning solution pH should be between 6 and 8.
Warranty requests will be subject to the specifications of our sub-contractor in digital printing.
The specifications are available on request.

B – For the Aluminium entrance door panes

The warranty is excluded :
Same reserves as for the above PVC entrance door panels with the following exclusions :
– If the Aluminium entrance door panes, delivered white, lacquered or plaxed with Rénolit type film, received a coat of paint, tinting or any other product.
– If the products received solvent and aggressive products other than soapy, pH neutral water.

The 10 year warranty applies in the following cases :
– Loosening of the aluminium sheet metal from their supports.
– The quality of the lacquered products meets all the instructions of the Qualicoat which guarantees the resistance of the lacquering.
– Our lacquering sub-contractors, enjoying the QUALICOAT label, delivers the RAL colours in glossy, stain or matt finish, according to RAL codes that we ask. Some of them are available only in a given finish, and we decline any responsibility if the delivered finish differed from what the client expected.
Plaxed panels on an Aluminium base are guaranteed 5 years.
A + or – 4 mm warping in the middle is tolerated.

C – For products in our RT DOORS range

Same reserves as for the above PVC and Aluminium entrance door panels, with the following exclusions :
– If the RT DOORS products were not installed according to professional rules
– If the RT DOORS products were used with other irons and accessories than those recommended in the technical specifications and sales documents of the seller.
– If the maintenance products used are not conform and compatible with the materials used for the manufacturing of the RT DOORS products.
– If the products were the subject of solvent and aggressive product application.
Such products should be cleaned only with soapy, pH neutral water.
If the RT DOORS product was delivered painted, the resistance warranty of the finish applied in our workshops is 5 years.
The client is responsible for applying, at his option, some renewal coats. The warranty relating to the iron accessories is 2 years.
The warranty relating to the warping of the opening frame applies to warping exceeding 5 mm.

D – For SAFEDOORS doors

Same reserves as for the above PVC and Aluminium entrance door panels, with the following exclusions :
– if the cleaning products used are not compatible with the materials used for the manufacturing of the SAFEDOORS products.
– If the products were not installed according to professional rules and / or were installed in an environment incompatible with the manufacturer’s instructions (example use of landing door outdoor).
The five year warranty applies in the following cases :
– Loosening of the walls from their supports.
If the SAFEDOORS product was delivered painted, the resistance warranty of the finish applied in our workshops is 2 years.
The client is responsible for applying, at his option, some renewal coats. The warranty relating to the iron accessories is 2 years.
The warranty relating to the warping of the opening frame applies to warping exceeding 3 mm.

E – For products in our VERTIGO range

Our «VERTIGO» glazing is guaranteed 10 years against dew.

F – For lead decoration glazing

Décors with adhesive lead strips and polyester films carry a 3 year warranty. The lead strips used for false stained glass décors can show, after some time, whitish oxidising, that is not a defect, but a natural migration of the alloy. In the same way depending on supplies, it is possible to have different lead brightness.
As a result, no claim or warranty request will be taken into account for those two matters.

G – For metal surroundings and inserts :

Possible traces of oxidising or corrosion on the metal surroundings cannot be claimed in the framework of the warranty.
Indeed, the atmosphere is, depending on the environment, more or less loaded with steel particles (railroad tracks, roads, industrial environment, etc.), which can sometimes deposit themselves on the metal surroundings or inserts, thus generating oxidising marks. This is not oxidising or corrosion on the metal itself, it is on those particles. Therefore the metal surroundings and inserts should be cleaned with an off the shelf metal cleaning product subject to protecting and concealing the surface areas of the PVC or Aluminium panel range, or of the RT DOORS opening frame so the said product does not affect the surface areas of the panels and opening frames. Under the warranty, the seller will change, free of charge, any part found to be defective.

The above-mentioned guarantees for each of the product families do not cover labour costs and costs resulting from the following operations : dismantling reassembling, transport to site, etc. No part replacement will result in extending the time specified in the above paragraphs. In addition, if the shipping of the product is delayed for a reason beyond the seller’s control, the starting point of the warranty period is postponed, tough no more than 2 months.

So our Quality department can appreciate the validity of the client’s claim, the respective product shall be returned to our premises at the client’s costs. After an inspection, and if the claim is substantiated, the warranty shall be limited to the pure and simple replacement of the product, plus carriage costs paid by the client to return the product.
Except for warrantees granted under the terms of these general terms of sale, it is formally agreed that the seller shall incur no further responsibility for any loss or direct or indirect cost, as well as for any loss, damage or cost resulting from improper performance or a failure to perform one or more of its duties, either as seller, or as provide of services when it installed the product.

VIII – FORTUITOUS EVENT OR FORCE MAJEURE EVENT :

The seller shall not be responsible for any failure to perform any of the clauses of this contract if the inability to perform resulted from events including but not limited to :

  • Civil or foreign war, riots, terrorism action, piracy action, plundering or sabotage ;
  • Strong storms, cyclones, earthquakes, tidal waves, floods, destruction by lightening ;
  • Explosions, fire, machine destruction, plant and facility destruction, whatever they may be ;
  • Boycotts, strikes and lock-outs in any form, working to rule, plant occupations and premises occupations, work interruptions taking place in its company ;
  • Action and interventions by the public authority, ban on, or reduction in imports, change in applicable laws and regulations, failure to secure authorisations, approvals, licences, concessions…

…As well as any case where an event taking place after the conclusion of the contract, beyond its will, unforeseeable and irreversible, temporarily makes the performance of its duties or some of such duties humanly impossible.

In such cases, the seller shall promptly inform the Buyer in writing and provide adequate evidence of the occurrence and duration of the event.

The contract shall then be suspended for the time it is unable to ensure deliveries and the performance term date shall be automatically extended, with no penalty, for a term equal to that of the suspension.

Upon the effect of the above characterised prevention stopping, the seller shall inform the Buyer promptly and the duties of the contract shall be resumed for the whole remaining term and non supplied products.

If the suspension period exceeds 2 months, the parties agree that the contract may be terminated by right with no compensation, nor notice, on a request made by registered mail with receipt confirmation by either of the parties.

IX – INSTALLATION :

The installation of the doors shall be completed according to professional rules, applicable standards, with caution, and in a clean environment cleared from any obstacle likely to damage the doors. Accesses shall be cleared and unblocked. Persons in charge of installing the doors shall wear cotton gloves, to ensure protection of the door surfaces.

X – VISUAL INSPECTION OF THE PRODUCTS :

Our products should be checked in a vertical position, at a one metre distance, with no direct sunray, under diffuse and non directed lighting, and for 30 seconds at most. Only that inspection method will be accepted for the estimation of the possible warranty.

XI – REORDER :

The seller reserves the right to change all or part of the models in the catalogue.
The seller also reserves the right to circulate its models in low amounts, in order to protect the originality of its products. Some models may be single products, without the Buyer claiming.
As a result, no claim may be brought against the Buyer on the above-mentioned grounds.

XII – AUTOMATIC TERMINATION CLAUSE :

Should any of the parties fail to perform any of its duties, this contract shall be terminated automatically, at any of the party’s option, 15 days after the sending of an unsuccessful injunction by registered mail with receipt confirmation without prejudice to damages that could be claimed from the failing party.

XIII – DISPUTE SETTLEMENT :

Any dispute relating to this sale, even in the event of an impleader or of several defendants, shall be, failing an amicable agreement, brought before the Business Court of the seller.

XIV – APPLICABLE LAW :

In the event of any dispute, these general terms of sale and any actions in connection therewith shall be governed by the laws of France.