General Provisions and Definitions :
Whenever used in these General Terms and Conditions or in relation to their execution, and for the sake of simplicity, certain terms will have a special meaning as follows:
- “Seller”: refers to CR Industry.
- “Products”: refers to the goods or materials supplied by the Seller upon the Client’s order.
- “Professional”: refers to an individual or legal entity acting in the capacity of a company or business.
Article 1: Purpose and Scope
These General Terms and Conditions of Sale outline the rights and obligations of CR Industry and its professional Client in the context of selling the products described in the Seller’s catalog or on its website. Any acceptance of a quote, purchase order, or order by the Client implies their unconditional adherence to these General Terms and Conditions of Sale. The Client acknowledges having expressly reviewed and accepted these General Terms and Conditions of Sale, which are available on the Seller’s website at https://www.tractmoi.com. These General Terms and Conditions take precedence over any other general terms that might be opposed to them. The Seller provides its General Terms and Conditions to any professional Client upon request.
The Client declares that they have full legal capacity to enter into the contract. The representative of the Client’s legal entity declares having the authority to contract on behalf of the entity holding the contract. The Client declares having full knowledge of the characteristics of the Products. These General Terms and Conditions apply only to Professionals, as defined by law and jurisprudence. Any other document, including catalogs, brochures, advertisements, and instructions, is for informational and indicative purposes only and is not contractual. The Seller reserves the right to modify its General Terms and Conditions at any time. In such cases, the conditions applicable will be those in force on the date of the Client’s order.
Article 2: Order
No order is valid, and the sales contract is not deemed to be formed until it has been accepted by the Seller, who reserves the right, in particular, to verify that it can deliver the requested quantities. However, such acceptance may also result from the shipment of the Products to the Client. Information provided in catalogs, instructions, and pricing lists may be changed at any time. Images, photographs, or presentations on the Seller’s website or in its catalog are not contractual. The order includes exactly and only the Products specified in the order confirmation. No accepted order can be canceled or modified without the Seller’s prior consent. In the event of acceptance of a cancellation, the Seller may charge the Client for any costs and expenses incurred.
Article 3: Financial Terms
• Price
The Seller’s prices are established ex-works, in euros excluding taxes, based on the exchange rates known on the day of the order. They may be revised in the event of significant fluctuations in exchange rates. They may also be revised in the case of a substantial and abrupt increase in the price of raw materials. The terms will be specified, if applicable, in the special conditions. However, the Seller agrees to invoice the ordered Products at the prices indicated at the time of order confirmation, except in the case of unforeseen circumstances. Any additional services or supplies requested by the Client will be subject to additional billing.
• Payment Terms
The price is payable according to the following terms, and no discount will be granted for early payment. Any amount not paid by the Client on the agreed payment date will incur late interest at a rate three times the legal interest rate in effect on the due date, without prejudice to the Seller’s right to suspend any ongoing sales and to seek either the termination or cancellation of the Contract. A fixed compensation fee of 40 euros per unpaid invoice will be due as of the first day of delay. This fee is owed for each unpaid invoice on its due date. These late penalties will be billed without further notice simultaneously with the formal notice and may be increased by the recovery costs incurred. In case of payment delay for any reason, the amounts owed by the Client will automatically bear, from the due date and without the need for prior formal notice, late interest calculated daily at a rate of one and a half times the legal interest rate. Partial or total non-payment of any amount upon its due date will furthermore allow the Seller, from that date onward, to suspend the execution of any performance provided for in the Contract until full payment is received, notwithstanding the right to seek compensation for the damage suffered. Beyond a payment delay of fifteen (15) days from the due date, the Seller may request the termination of the Contract due to the Client’s fault, without prejudice to the right to seek compensation for the damage suffered. Any amounts already paid by the Client will remain with the Seller.
• Invoicing
An invoice is sent to the Client by mail or email. The invoice may be subject to factoring or any other form of receivables assignment, and the Client expressly consents to this in advance. Payments are to be made by secured international wire transfer in euros. In the case of payment by accepted bill of exchange, the Buyer must return the acceptance within eight days of receiving the invoice or the corresponding statement. For cash payments by check, the Buyer must make the payment upon receipt of the invoice. In these cases, no delivery can take place until the bill of exchange or check has been received by CR Industry.
• Unforeseeability
If the conditions for the execution of the ordered services, particularly technical, economic, or regulatory conditions existing as of the contract’s effective date, were to change significantly and undermine the very interest of the contract for the service provider, the parties shall be obliged to find a solution that is in line with their respective interests, within one month of the service provider’s request. In the absence of an agreement, the service provider may terminate the contract by right without any obligation to pay damages.
Article 4: Transport and Delivery
• Deadlines
The indicated delivery times are for informational purposes only. Exceeding these deadlines cannot result in either the cancellation of the order or any form of compensation.
• Risk transfer
The Products are transported at the Client’s risk and expense from the factory.
• Client Inspection
The Client must inspect the shipments upon arrival and make all reservations and claims that appear justified, in writing with acknowledgment of receipt, to both the Seller and the carrier in accordance with the provisions of Articles 105 and following of the Commercial Code, within fifteen (15) business days of receipt of the products for sales made abroad. No claims regarding transport and delivery conditions will be accepted thereafter. If, for any reason, the Buyer refuses to accept delivery of the ordered Products, the Seller may charge the Buyer for all additional costs, including transport, storage, and insurance resulting from this refusal. The Client agrees to pay these costs upon receipt of an invoice indicating the amount. Refusal of importation of the Products by any customs authority does not exempt the Client from fulfilling their other obligations.
Article 5: Warranties
Any claims concerning quantities or conformity must be made by registered letter with acknowledgment of receipt within 15 business days of receipt of the goods. After this period, no claims will be accepted.
The Seller is not responsible for the use of Products with visible defects that were not noted at the time of delivery. In any case, the Seller’s liability is limited to the replacement of the Product. If the Product is unavailable for any reason, the Seller may replace it with a Product of equivalent quality and compatibility. The Seller is never liable for indirect damages, direct immaterial damages, or damages resulting from the use of Products not in accordance with industry standards, its installation instructions, or damages resulting from improper handling, inadequate transport conditions, or defective storage conditions not compliant with its potential guidelines, or the use of its Products under unfavorable physical or chemical conditions. The Seller’s liability is, in all cases, limited to the purchase price of the Product paid by the Client.
Article 6: Retention of Title
Notwithstanding the delivery of the Product and the transfer of risks, the Products delivered remain the property of the Seller until full payment of their price, including principal, interest, fees, and accessories. In this regard, the delivery of a bill of exchange, check, or any other payment instrument does not constitute payment under this provision; payment is only considered complete upon actual collection of the price. Until this date, even though not the owner, the Client will bear the risk of any damage the Product may suffer or cause for any reason. The Product may not be resold without the prior consent of the Seller. In case of non-payment by the Client, the Seller has the right to reclaim the Product, assert ownership, sell it, take inventory, and more generally dispose of the Product, of which it remains the owner, at the Client’s expense and risk, and to recover the amounts still owed without further notice. All amounts previously paid will remain with the Seller as a penalty clause. If the Product has been incorporated into a larger whole or transformed, the Seller will be a co-owner of the resulting object in proportion.
Article 7: Equipment on Deposit or for Demonstration
Acceptance of the equipment by the depositor constitutes acceptance of CR Industry’s General Terms and Conditions of Sale, as well as the specific terms related to the deposit. The depositor agrees to cover the costs of transportation (both ways) and handling, to take all necessary measures for the proper preservation and maintenance of the equipment, to refrain from removing any parts without CR Industry’s written authorization, to bear all costs for repairing any damage the equipment may incur during the deposit period, to return the equipment to CR Industry upon simple request or at the end of the deposit period, to immediately notify CR Industry in case of sale, to insure the deposited equipment as “Entrusted Goods” with a reputable insurance company and to provide proof of this insurance to CR Industry upon request; this insurance must be for an amount at least equal to the value of the equipment, and to subscribe to any additional insurance deemed necessary related to the deposited equipment.
In case of use for demonstration purposes, the depositor is solely responsible for the conditions of the demonstration and the use of the machine. The depositor may not use the equipment for any purpose other than demonstration, nor entrust it to anyone else for any use without prior written authorization from CR Industry. If, at the end of the deposit period, the equipment is not returned to CR Industry, CR Industry will have the option to reclaim it or invoice the depositor. This invoicing will be done under the usual sales conditions. In the case of return of the equipment in poor condition, CR Industry will carry out the necessary repairs at the depositor’s expense. CR Industry will invoice the depositor for these costs.
Article 8: Intellectual Property
The Client agrees not to infringe, directly or indirectly, on the intellectual property rights and know-how of the Seller in any form. The Client undertakes not to register, directly or indirectly, the Seller’s trademarks, distinctive signs, patents, designs and models, or know-how, in any territory. The Client also agrees not to modify, alter, or remove any distinctive signs of the Seller appearing on the Products. All intellectual property rights related to the products sold by CR Industry are reserved. Any reproduction, representation, or adaptation of the products is strictly prohibited.
Article 9: Automatic Termination Clause
If, within fifteen days following a formal notice of payment, the Client has not settled the outstanding amounts, the sale will be automatically terminated, and this may entitle the Seller to claim damages.
Article 10: Confidentiality
The parties agree to consider all information, methods, and documentation they may become aware of in the course of these proceedings as strictly confidential, with regard to their respective businesses. The parties undertake not to use this information for personal purposes and not to disclose it to third parties, except as required by law or regulation or for communication to subcontractors or assignees of the contract by the Seller. The Seller is authorized to refer to the Client as a reference.
Both parties agree that emails exchanged between them validly prove the content of their exchanges and, where applicable, their commitments.
Article 11: Subcontracting and Assignment of the Contract
The Seller has full discretion to subcontract all or part of the contract or to transfer it.
Article 12: Force Majeure
A case of force majeure is defined as any event beyond the control of the parties and/or not due to their fault, including but not limited to: strikes and social unrest affecting all or part of our company’s staff or its usual carriers, fire, flood, war, production stoppages due to accidental breakdowns, shortages of raw materials, epidemics, thaw barriers, roadblocks, energy supply disruptions, or supply disruptions due to causes not attributable to our company, as well as any other cause of supply disruption attributable to our suppliers. Such events will suspend the parties’ obligations for their duration, excluding the obligation to make payments.
In the event of a force majeure occurrence as described in this article, the affected party must inform the other party by registered letter with acknowledgment of receipt.
Article 13: Early Termination of the Contract
Any failure by the Client to fulfill one of their obligations may result, on the one hand, in the forfeiture of the term and the immediate demand for any outstanding amounts due under any title, as well as the suspension of all deliveries, and on the other hand, in the termination of any ongoing service or sale.
Termination will occur automatically and without judicial formality after an eight-calendar-day period from the sending of the first ineffective notice specifying the unfulfilled obligation. Furthermore, the Service Provider may retain any amounts already paid, plus 10% of the order amount, without prejudice to any late penalties and potential damages that may be owed by the Client to compensate for any harm suffered due to the termination. The same will apply in the case of a total or partial cancellation of the order unilaterally decided by the Client. In the event of payment delays, the Seller may suspend all ongoing orders and/or offset against amounts already paid by the Client.
Article 14: Governing Law and Jurisdiction
The contract is governed and interpreted in accordance with French law, excluding international uniform laws governing sales contracts. Any dispute related to the sale of CR Industry’s products shall be subject to the exclusive jurisdiction of the Commercial Court of La Roche-sur-Yon.
