Article 1 – Application and enforceability of the terms and conditions of sale

1.1 These terms and conditions of sale apply to all sales of products made by OCTÉ and take precedence over any document issued by the Client and in particular over any general terms and conditions of purchase.

1.2 Any order implies an agreement with all the general terms and conditions of sale, without reservation by the Client, regardless of the place of delivery.

1.3 Information provided in any other OCTÉ document including catalogues, electronic media, brochures and advertising materials, is provided by OCTÉ solely for information purposes and is subject to modification at any time without notice. OCTÉ reserves the right to modify the technical characteristics of their products without notice.

1.4 Any exemption from these terms and conditions granted by an agent, distributor or employee of OCTÉ shall not be binding for OCTÉ unless accepted in writing by OCTÉ Management.

1.5 Failure by OCTÉ to enforce any of its rights under these terms and conditions of sale cannot be interpreted as a waiver of its right to subsequently enforce any of these terms and conditions.

Article 2 – Offers and quotations

2.1 Our quotations remain in force for 30 days from their transmission to the Client for sales in France, and 60 days for sales in foreign countries and in the DOM TOM.

2.2 Plans, documents and technical studies transmitted to the Client remain the property of OCTÉ and cannot be used or disclosed to third parties without written consent by OCTÉ. If the Client does not accept the offer, he must immediately return all these documents to OCTÉ.

2.3 Any modification to our offer requested by the Client could modify the price and
delivery time.

Article 3 – Order – Modification – Cancellation

3.1 Orders must be placed in writing. They are irrevocable as of receipt of a “Confirmation of Receipt” from OCTÉ and as of this date, the Client cannot modify or cancel the order without OCTÉ’s written consent. If the order is modified, OCTÉ will indicate the new price and the time and methods of delivery. If the order is cancelled, OCTÉ could claim an indemnity taking into account the studies already performed and the
fabrication of the products, if applicable.

3.2 Products can only be returned under exceptional circumstances after written consent by OCTÉ, and only for products in new condition in their original packaging, within fifteen (15) days of delivery and solely for an exchange. Products are to be returned with the references and delivery dates. The mere receipt by OCTÉ of products returned by the Client does not imply that OCTÉ agrees to take back the
products unless OCTÉ has agreed to this return in writing. In addition, special orders cannot be exchanged or returned.

3.3 The technical characteristics of standard OCTÉ products are provided for information purposes and appear in our catalogue and on our Web site www.OCTÉ.eu.
3.4 OCTÉ reserves the right to accept orders on condition of cash payment, guarantees of payment or the consultation of accounting documents allowing OCTÉ to verify the Client’s creditworthiness.

Article 4 – Price – Conditions of sale

4.1 OCTÉ products are sold at the catalogue price applicable on the day of the order. Prices are indicated without tax in the corresponding currency, set by the sales representative in each country, unless it is formally indicated that the price is inclusive of tax.
For sale in EU Member States, including France, the VAT amount that conforms with the applicable laws in the selling country (France) is added to the price. Payment in EU countries, excluding France, may be exempted from payment of the French VAT, if the buyer presents their identification and tax identification numbers when placing the order and confirms placement of the goods in the EU. In principle, net prices are expressed in Euros and exclude packaging, transportation costs and taxes. A standard registration fee is charged in addition to the price.

4.2 OCTÉ products for France, the DOM TOM and foreign countries are sold “free carrier” (FCA – INCOTERMS 2010). The respective obligations of the Parties in terms of licences, authorizations, transport and delivery are defined by the corresponding INCOTERMS 2010 terms, unless otherwise stipulated in these terms and conditions of sale or agreed on in writing by OCTÉ and the Client.

Article 5 – Terms and conditions of payment

5.1 For new Clients
Payments are in cash until a Client account is opened.
For Clients with accounts
Our invoices are payable by bank transfer, in 30 days as of the end of the month, with no discount for early payment. No claim or dispute authorises the Client to defer the payment of an invoice.

5.2 Failure to pay an invoice by the due date will result in the payment of penalties based on the total of the invoice inclusive of tax, at the interest rate applied by the European Central Bank (ECB) to its most recent refinancing operation, plus 10 percentage points, without any notice being required. A fixed indemnity of 40 Euros for recovery costs will also be charged, which could be increased on justification if the recovery costs incurred exceed this amount.

These penalties are payable as a matter of law and shall be automatically debited from the Client’s account. Moreover, any other sums due from the Client shall be immediately payable as a matter of law and OCT shall have the right to suspend or cancel any orders in progress, without prejudice to any other action or recourse.

5.3 Any deterioration in the Client’s credit and/or non-compliance with the terms of payment could lead OCTÉ to demand payment guarantees or payment in cash prior to filling orders.

Article 6 – Reservation of Ownership Clause

6.1 THE TRANSFER OF OWNERSHIP OF OUR PRODUCTS SHALL ONLY BE EFFECTIVE AFTER THEY ARE COMPLETELY PAID FOR BY THE CLIENT, IN PRINCIPAL AND INTEREST, EVEN IF A DELAY IN PAYMENT IS GRANTED BY OCTÉ. IN CASE OF A DEFAULT IN PAYMENT OF THE COST OF THE PRODUCTS BY THE CLIENT, WHETHER PARTIAL OR COMPLETE, UNTIL COMPLETE PAYMENT IS RECEIVED, OCTÉ SHALL HAVE THE RIGHT TO RECOVER POSSESSION OF THE SAID PRODUCTS; ANY DEPOSIT PAID BY THE CLIENT SHALL BE RETAINED BY OCTÉ AS AN INDEMNITY, WITHOUT PREJUDICE TO THE CANCELLATION OF ANY PENDING ORDERS AND OTHER ACTIONS. ANY PROVISION TO THE CONTRARY IN THE TERMS AND CONDITIONS OF PURCHASE IS DEEMED NULL AND VOID.

6.2 The provisions of this clause shall not affect the transfer to the Client of the risks attached to the products upon delivery, that is to say, as of shipment of the products by OCTÉ.

6.3 Until complete payment of the cost, the Client shall keep the products delivered separate from other products and shall not transform or sell them. If the Client fails to do so, OCTÉ could demand a refund and/or take back the products still in stock, without prejudice to a claim for payment and/or indemnification.

6.4 The Client shall inform OCTÉ without delay of any seizure order or other action by a third party, in order to allow OCTÉ to object and defend its rights.

Article 7 – Delivery – Transfer of risks

7.1 For the delivery of products in France or foreign countries (FCA - Incoterms 2010) OCTÉ shall choose the mode of transport and the carrier. Costs and risks shall be transferred from OCTÉ to the Client when the carrier takes charge of the goods. This Incoterm is valid for all modes of transport.
Following delivery, or, if the Client has not taken delivery within the given deadline, when this deadline expires, the Client shall bear all risks of loss or damage. If the Client has not taken delivery within the given deadline, OCTÉ shall have the right to freely dispose of the products and/or charge the Client for any handling fees and storage. This shall amount to at least 1% of the total order amount in question for each week of delay, without prejudice to any other indemnity which the delay justifies.

7.2 For delivery of products in French overseas departments and territories or foreign countries (FCA - Incoterms 2010), the Client is responsible for (i) obtaining all import licences at its own risk and expense (ii) carrying out the required customs formalities (iii) finalising or validating a transport contract and, if applicable, a product insurance policy and (iv) taking delivery, at the location specified by the carrier or any person chosen by the Client, of the products loaded onto the mode of transport provided. If the Client has not taken delivery within the given deadline, OCTÉ shall have the right to freely dispose of the products and/or charge the Client for any handling fees and storage. This shall amount to at least 1% of the total order amount in question for each week of delay, without prejudice to any other indemnity which justifies the delay.

7.3 Delivery lead times given by OCTÉ are only indicative. Regardless of the place of delivery, deadlines do not take into account the conveying period and indicate the date of departure from our premises. Late deliveries do not entitle the Client to damages, deductions or delays in payment nor does it entitle the Client to cancel the order and/or other pending orders.

7.4 Reservations and recourses against the carrier are incumbent on the Client. They should be communicated within the legal deadlines, which is immediately, on the carrier’s delivery documents and confirmed by a registered letter with acknowledgement of receipt within three (3) working days after receipt in France, and within seven (7) working days for the other countries. Similarly, a copy of the said reservations should be sent to OCTÉ by the Client. If the Client validates the delivery note without verification, he accepts the products in the condition they were delivered and no claim related to damages sustained during transport will be accepted.

Article 8 – Complaints for apparent defects or non-conformity in comparison to the order

8.1 Complaints about apparent defects or non-conformity of the product delivered in comparison to the order, must be submitted by the Client to OCTÉ by registered letter with acknowledgement of receipt within eight (8) clear days of the date of delivery of products to France and within ten (10) days of the delivery of products to the DOM TOM and foreign countries.

8.2 The Client shall be responsible for providing evidence of the alleged defects or anomalies. The Client must allow and facilitate the verification of these defects and their resolution by OCTÉ. The Client shall refrain from intervening and/or having any third party intervene for that purpose. The Client shall not return any product without written consent by OCTÉ.

8.3 The Client shall return any defective or non-conforming product at his own risk and cost. Should the Client’s claim be justified, OCTÉ shall then reimburse the return costs and shall pay for the delivery of the replacement products, i.e., FCA (INCOTERMS 2010) for products to France, DOM TOM or foreign countries.

8.4 If OCTÉ finds that the delivered products are indeed defective or non-conforming under the conditions stated above, the Client can have the products replaced free of cost, but cannot cancel any pending order or obtain any indemnity or damages.

8.5 No claim can allow the Client to retain the payment of products.

Article 9 – Contractual Guarantee

9.1 Except for legal guarantees against dispossession, hidden defects and non-conformity, products manufactured by the OCTÉ group benefit from a 12-month warranty as of the delivery data.
In all cases, the warranty is limited to the replacement of parts manufactured by us that have been recognized as being defective. All other supplies of different origins are subject to the duration and methods of guarantee of the suppliers concerned.

9.2 After examination by our engineering departments of the defective parts returned by the Client, they are replaced free of cost. Corrective actions undertaken by OCTÉ under the warranty, including replacement, repair or modification of the products, do not extend the warranty period.

9.3 Under this warranty, OCTÉ’s sole obligation shall be the replacement or repair of the product or the item recognized as defective by OCTÉ. The warranty cannot, under any circumstances, give rise to the payment of any indemnity or reimbursement.

9.4 Defective products are returned at the Customer's cost and risk. Products returned by the carrier without adequate packaging or poorly protected cannot benefit from the warranty. Therefore, it is the Client’s responsibility to ensure the protection and insurance of returned products during transport. If the claim is justified, on receipt of proof, OCTÉ shall reimburse the Client the costs of returning the Products and of delivering the replacement products, these being delivered by FCA (Incoterms 2010) in France, French overseas departments or territories or foreign countries.
9.5 The Client cannot invoke the warranty unless he has informed OCTÉ of the defect in the product within 20 days of the discovery of any such defect and proves the date of this discovery. The warranty only covers hidden defects which make the product unfit for use and which the Client could not identify before using the product. The contractual warranty does not cover apparent defects not reported within the allotted deadlines, or defects and deterioration caused by normal wear and tear, an external event, the Client’s negligence or inattention or by use which is not consistent with the purpose, function, technical characteristics and/or the instructions issued by OCTÉ, or by lack of maintenance or improper installation, or modification or repair of the product by the Client. The warranty does not cover products which have been modified, repaired or opened without the consent of OCTÉ. Specific products (non-catalogue) are excluded from this warranty and are subject to a special agreement between the Client and OCTÉ.

Article 10 – Limitation of liability

10.1 The entire liability of OCTÉ and its staff or subcontractors concerning any non-compliance, negligence or fault noted during the execution of the sales agreement, shall be capped at the total of the amounts paid in relation to the agreement in question, in order to cover claims of any nature (interests and fees included), regardless of the number of actions, grounds mentioned, or parties to the litigations. This stipulation is not applicable to a liability for death or bodily harm, or to any other liability for which the law forbids exclusion or limitation.

10.2 In addition, OCTÉ cannot be held liable in the following cases:
– following a non-compliance or shortcoming in a product or service for which the supply or delivery is not incumbent on them or their subcontractors, if any,
– for facts and/or data that are not within the scope of the Service and/or which are not the extension of it,
– in case the products are used for a purpose or in a context that is different from the one for which they were intended or if the recommendations are implemented erroneously or if OCTÉ’s reservations are not taken into account.
OCTÉ is not responsible for its insurers, indirect damages, loss of earnings, loss of opportunity or desired profit, or of financial consequences of actions which might be brought against the Client by third parties.

Article 11 – Force Majeure

OCTÉ is released from their contractual obligations in all cases of force majeure. Strikes by the OCTÉ staff or regular carriers, flood, fire, storm, epidemic, production stoppage as a result of accidental breakdown, interruption of the supply of power or raw materials and interruption of means of transport shall be regarded as cases of force majeure or acts of God.

Article 12 – Resolutory clause

If the Client does not comply with their contractual obligations, specifically if they fail to pay all or part of the price on the agreed due date, OCTÉ has the right to cancel the order and any other pending orders. Cancellation shall take effect forty-eight hours after the dispatch by registered letter of an injunction to pay, without results. The Client shall promptly return all the products concerned to OCTÉ.

Article 13 – Intellectual property – Confidentiality

13.1 All information disclosed by OCTÉ to the Client, including commercial data, prototypes, samples, studies and documents of any nature on any medium shall remain the property of OCTÉ.

13.2 The Client shall not divulge any of the information received from OCTÉ and shall return this information to OCTÉ upon written request.

Article 14 – Applicable law – Competent court – Election of domicile

These terms and conditions for sale are subject to French law and any application of the UN Convention on the International Sale of Goods is expressly rejected. Consequently, any dispute arising from the terms and conditions of sale or relating to them shall be subject to the jurisdiction of the Commercial Courts of Chartres, France, even in case of multiple defendants. The different modes of shipment and payment and the place of delivery cannot, under any circumstances, result in an exception in this assignment of jurisdiction, and the Client expressly agrees to this.