General terms and conditions of LEHVOSS France (1.12.2024)
1 General information/Application area
1.1 Any product order implies unreserved acceptance by the purchaser and full and complete adherence to these general terms and conditions which alone govern all commercial relations between the purchaser and the seller (LEHVOSS France SARL, registered in Dreux under N. 387704869), and which prevail over any other document from the purchaser, and in particular over any general conditions of purchase, unless expressly agreed otherwise in writing by LEHVOSS France.
1.2 These general terms and conditions apply to all sales of products by LEHVOSS France and also apply to future contracts within the framework of an ongoing business relationship. Consequently, any order implies the unreserved acceptance by the purchaser of these general terms and conditions, unless special conditions have been agreed in writing by LEHVOSS France to the purchaser.
1.3 The fact that LEHVOSS France does not rely on the application of any of the clauses of these general terms and conditions does not mean that LEHVOSS France renounces it.
1.4 These general terms and conditions apply only to professional purchasers within the meaning of the preliminary title of the French Consumer Code.
1.5 Any document other than these general terms and conditions, in particular catalogues, flyers, advertisements and notices, is for information purposes only and is not contractually binding.
1.6 These general terms and conditions cancel and replace the previous general terms and conditions of LEHVOSS France.
2. Offers
2.1 Any proposal by LEHVOSS France by any means (catalogue, flyers etc...) does not constitute an offer but an invitation to place an order.
2.2 The sale will only be definitively concluded after written confirmation of the order by LEHVOSS France or, in the absence of an order confirmation, by the delivery of the goods.
2.3 The purchaser's orders are firm and irrevocable, unless modified at a later date and accepted by LEHVOSS France.
2.4 Any modification or cancellation of an order requested by the purchaser can only be taken into consideration if it is received by LEHVOSS France in writing before dispatch of the products.
3. Prices / Terms of payment
3.1 Prices and price indications are in EURO, exclusive of VAT, which will be added at the rate applicable at the time the invoice is issued. For all orders, LEHVOSS France will invoice the most recent price in force at the date of confirmation of the order or delivery.
3.2 If an order cancellation is accepted by LEHVOSS France, a cancellation fee of 5% of the amount of the order will be charged to the purchaser.
3.3 Unless otherwise stipulated in the order confirmation, the purchase price is payable by bank transfer no later than 45 days from the date of issue of the invoice.
3.4 When making the bank transfer, the purchaser undertakes to state the invoice(s)’ number for which payment is being made.
3.5 Any sum not paid on the due date will give rise to the payment by the purchaser of penalties set at the interest rate used by the European Central Bank at its most recent refinancing operation plus 10 percentage points as well as a fixed indemnity of 40 euros per unpaid invoice. In application of article L. 441-6 of the French Commercial Code, these penalties are payable automatically and without reminder. LEHVOSS France reserves the right to prove a higher loss, and to claim any additional damages to which it may be entitled.
3.6 LEHVOSS France reserves the right to make the delivery of goods conditional upon advance payment of the invoice, to invoice partial deliveries and to suspend the delivery of goods still to be delivered, if the purchaser remains indebted for unpaid invoices on their due date.
3.7 In case of instalments agreed between the parties, any delay in payment of the instalments due shall automatically and immediately render the other instalments due and payable.
3.8 Any complaint or claim by the purchaser may under no circumstances have the effect of deferring or suspending the payment of sums due to LEHVOSS France. The purchaser can only assert a right to compensation if he can justify an enforceable title against LEHVOSS France.
4. Information on product properties / Technical modifications
The descriptions of our products are given for information only and in no way constitute a commitment or guarantee as to the properties of the goods. Any changes we may make to our products in order to increase or maintain their value are permitted at any time and without prior notice.
5. Scope of delivery and delivery period
5.1 The purpose of the delivery and/or service is set out in the order, confirmed in writing.
5.2 Unless otherwise agreed, delivery dates and deadlines are purely indicative. Their observance by LEHVOSS France implies that all commercial/technical matters between the parties have been settled and that the purchaser has fulfilled all his obligations, such as for example the provision of the necessary certificates/authorisations, the payment of the agreed deposit and the timely ordering of the material; in the event of failure to comply with these obligations, the delivery period will be extended accordingly. The delivery date shall be deemed to have been met if the goods have been dispatched or collected before expiry of the delivery period or if the goods have been made available to the purchaser by the said date.
5.3 The purchaser is informed and accepts that if the suppliers and/or subcontractors of LEHVOSS France do not deliver within the deadlines agreed between them, LEHVOSS France will not be able to respect the delivery deadline with regard to the purchaser.
5.4 In the event of contractual changes subsequent to the order confirmation, LEHVOSS France and the purchaser must agree on a new delivery date.
5.5 If the purchaser does not collect the goods within the agreed period or does not comply with other obligations, LEHVOSS France reserves the right to claim compensation for any resulting damage or additional expenses, such as storage costs. Storage costs correspond to €10 (ten) excluding VAT per tonne of goods per month. A penalty corresponding to an amount of 1‰ (one per thousand) of the sale price will be due in addition for each day of delay in collecting the goods. These penalties, which are capped at an amount of 5% (five percent) of the sale price are not final and the possibility of asserting additional rights is not affected. After a period of one month, LEHVOSS France may give formal notice to the purchaser by registered letter with acknowledgement of receipt to collect the goods within an additional collection period. Storage costs and penalties will continue to apply during this additional period. If after this period, the goods have still not been collected, LEHVOSS France may freely dispose of them.
5.6 A delay in delivery does not constitute a sufficient fact to justify the termination of the contract and, unless expressly stipulated and duly accepted by LEHVOSS France, no penalty may be claimed from it. In the event of a fortuitous event or force majeure delaying or preventing the execution of its obligations, LEHVOSS France will be released from all its contractual obligations either in part or in full.
6. Shipment and transfer of risk
6.1 Unless otherwise stipulated in the order confirmation, the delivery of the goods is made from our warehouses, for the account and at the risk of the purchaser, the transfer of risk taking place as from the handing over of the goods to the first carrier or as from the receipt by the purchaser of the notice of availability if this takes place beforehand. This transfer of risk takes place even in the case of partial deliveries or if LEHVOSS France has assumed other additional services, for example shipping costs or delivery. In the event of a minor defect, the purchaser may not refuse to accept the goods. The retention of title of the goods does not place the risk on LEHVOSS France.
6.2 At the express request of the purchaser, LEHVOSS France may take out insurance covering the risks associated with the transport of the goods; the related costs will be borne by the purchaser. At the request of the purchaser, LEHVOSS France will provide the purchaser with the insurance conditions on the basis of which the transport is insured.
6.3 The purchaser undertakes to take out insurance at its own expense which adequately covers the economic risks resulting from the transfer of risk.
6.4 Unless a specific method of shipment is indicated in the purchaser’s order and confirmed in writing by LEHVOSS France, LEHVOSS France is free to choose the method of transport of the goods.
6.5 If the delivery deadline cannot be met by LEHVOSS France for a reason attributable to the purchaser, the goods will be made available to the purchaser for collection and the transfer of risk will take place as soon as the goods are made available.
7. Reception
7.1 At the time of delivery, the purchaser is obliged to check the goods, their quality and their conformity with the order.
7.2 In the event of damage or partial loss noted by the purchaser, the latter must notify his protest by giving formal notice to the carrier by registered letter with acknowledgement of receipt, within 3 (three) days of delivery, in accordance with the provisions of article L 133-3 et seq. of the French Commercial Code.
7.3 Without prejudice to the measures to be taken by the purchaser with regard to the carrier as described in article 7.2 of these conditions, in the event of apparent defects or non-conformity, any claim, whatever its nature, concerning the products delivered, will only be accepted by LEHVOSS France if it is made in writing, by registered letter with acknowledgement of receipt, within 7 (seven) days of receipt.
7.4 The purchaser undertakes to provide LEHVOSS France with all the information required to establish the reality of the apparent defect or non-conformity of the goods.
7.5 No goods may be returned by the purchaser without the prior express written agreement of LEHVOSS France. LEHVOSS France will only bear the costs of returning goods if an apparent defect or non-conformity has been established by LEHVOSS France or its agent. Only the carrier chosen by LEHVOSS France is authorised to return the products concerned.
7.6 When, after inspection, an apparent defect or non-conformity is identified by LEHVOSS France, the purchaser may only ask LEHVOSS France to replace the non-conforming articles and/or to make the necessary additions at the expense of LEHVOSS France, without being able to claim any compensation or the cancellation of the order.
8. Retention of title
8.1 LEHVOSS France retains ownership of the products sold and delivered until effective payment of the full price in principal and accessories and until the date on which all claims of LEHVOSS France resulting from its business relations with the purchaser are settled.
8.2 The purchaser is authorised to transform the goods and/or to resell them in good commercial form as long as he is not in arrears with payments to LEHVOSS France and does not cease payments. This authorisation automatically ceases in the event of receivership or liquidation.
8.3 In the event of the resale of products purchased from LEHVOSS France, the purchaser undertakes to
- immediately inform LEHVOSS France so that it can exercise its right to claim the price from the third party purchaser ;
- to inform its own customers and all third parties in writing of the existence of this retention of title clause and of the right of LEHVOSS France to claim the resale price of these goods from them.
If the goods are resold by the purchaser and he has not paid for them, the claims of the purchaser against the sub-purchasers are automatically assigned in their entirety to LEHVOSS France, which accepts this. The purchaser is however authorised, until revocation of this right by LEHVOSS France, to proceed with the recovery, on behalf of LEHVOSS France, of the claim which he has assigned to LEHVOSS France. This authorisation to recover automatically lapses in the event of late payment or cessation of payment by the purchaser. In this case, LEHVOSS France is authorised by the purchaser to inform the sub-purchasers of the assignment to its benefit of the claim concerning them and to recover the claim itself. The purchaser is obliged to provide LEHVOSS France, at its request, with an exact list of the claims of the purchaser with the names and addresses of the sub-purchasers, the amount of the various claims, the date of invoice etc. He must also provide all the information and documents necessary to claim the assigned claims and to allow verification of this information. The amounts recovered by the purchaser on behalf of LEHVOSS France for the assigned claims will be kept by the purchaser separately, in the name and on behalf of LEHVOSS France until they are transferred to LEHVOSS France. These amounts are to be considered as belonging to LEHVOSS France.
8.4 In the event of the transformation of the goods subject to retention of title, the ordering party hereby assigns to LEHVOSS France the ownership of the object resulting from the transformation in order to secure the rights of LEHVOSS France. In the event of seizure or any other intervention by a third party, the purchaser is obliged to notify LEHVOSS France immediately; the authorisation to transform automatically disappears in the event of receivership or liquidation affecting the purchaser.
8.5 No compensation will be due to the purchaser in the event of transformation of the goods sold under reservation of title. Until full payment of the sums owed to LEHVOSS France, the purchaser will be considered as the depositary free of charge of the goods sold under retention of title.
8.6 The purchaser undertakes to take proper care of the goods sold under retention of title and to insure them at his own expense against the usual/specific risks of his business, such as fire, theft and flooding or similar events to an economically reasonable extent. The purchaser hereby assigns to LEHVOSS France, which accepts it, up to the amount of the latter's claim against the purchaser, its rights to compensation for the aforementioned damage, vis-à-vis insurance companies or other third parties. The purchaser must provide proof of insurance at the first request of LEHVOSS France.
8.7 The purchaser undertakes to inform LEHVOSS France without delay in the event of seizure, of any nature, or of any event affecting its rights to the goods sold under retention of title.
8.8 Under no circumstances may the purchaser pledge or assign the goods sold under retention of title as security for its obligations to third parties. LEHVOSS France has the right to take back, immediately and without any particular formality, the goods subject to retention of title as soon as a due date or any contractual obligation has not been respected, without prejudice to possible damages for non-performance and other sums due under the contractual relationship.
8.9 All costs and expenses connected with the return of the goods or the recovery of claims by LEHVOSS France or the intervention of a third party will be borne by the purchaser. After return or repossession of the goods under retention of title, LEHVOSS France is entitled to resell the goods; all costs incurred by the repossession and subsequent sale of the goods will be borne by the purchaser.
9. Warranty for visible and hidden defects
9.1 The products must be checked by the purchaser on delivery, and any claim, reservation or dispute relating to shortages and apparent defects must be made under the conditions set out in article 7. In the event of apparent defects, the defective parts will be replaced by LEHVOSS France subject to verification of the alleged defects.
9.2 The purchaser will have to provide any justification as to the reality of the defects observed, LEHVOSS France reserving the right to proceed, directly or indirectly, to any observation and verification on site.
9.3 No claim relating to non-conformity may be made by the purchaser more than 7 (seven) days after delivery of the products.
9.4 It is expressly agreed by the purchaser’s acceptance of these general terms and conditions that after the expiry of this period, the purchaser may not invoke the non-conformity of the products, nor raise this as a counterclaim to defend himself in an action for recovery of debts brought by LEHVOSS France.
9.5 Under the warranty for hidden defects, LEHVOSS France will only be obliged to replace defective goods, without the purchaser being able to claim damages for any reason whatsoever.
9.6 The legal guarantee against hidden defects only applies to products which have become the property of the purchaser. It only applies to products entirely manufactured by LEHVOSS France. It is excluded when the LEHVOSS France products have been used under non-standard conditions. The guarantee of LEHVOSS France only concerns hidden defects. The purchasers being professionals, the hidden defect is understood to be a manufacturing defect of the product making it unfit for its use and not likely to be detected by the purchaser before its use. The purchaser acknowledges having received all technical information relating to the products prior to their purchase. Defects and deterioration of the products delivered, resulting from abnormal conditions of storage and/or conservation at the purchaser's premises or caused by natural wear and tear or by an external incident (incorrect assembly, defective maintenance, abnormal use, etc.), or by a modification of the product not foreseen or specified by LEHVOSS France or if the place of use is rendered unsuitable or other causes, are excluded from the guarantee. If the type of product allows it, the guarantee is limited to the replacement or repair of defective parts. LEHVOSS France grants the purchaser, in addition to the legal guarantee, a conventional guarantee, limited to the first 6 (six) months of use of the products. LEHVOSS France products are deemed to have been used by its purchasers for the first time at the latest in the month following their receipt. In any case, the purchasers must justify the date of the beginning of use of the products of which it is alleged that they would be affected by a defect. The conventional guarantee of LEHVOSS France ceases automatically at the end of the period of 6 (six) months mentioned above. The purchaser is obliged to indicate distinctly, at the time of ordering, the qualities of the products ordered to which he attaches particular importance. If the purchaser does not make such a statement and if these are qualities that the purchaser cannot reasonably expect due to the nature of the product ordered, the purchaser is not entitled to make use of the guarantee. The guarantee of LEHVOSS France does not apply if the purchaser has not notified LEHVOSS France of the alleged defect within 7 days of its discovery, by registered letter with acknowledgement of receipt.
9.7 In the event of a claim, the purchaser undertakes to store the disputed goods until the dispute has been resolved. No compensation can be claimed from LEHVOSS France for this.
9.8 If a claim has been wrongly notified, LEHVOSS France reserves the right to demand reimbursement of expenses incurred as a result of the claim.
10. Force Majeure
10.1 LEHVOSS France cannot be considered as failing in its contractual obligations if these failures are due to the occurrence of a case of force majeure. Force majeure refers to any event beyond the control of LEHVOSS France or one of its suppliers, unforeseeable and unstoppable, of any nature whatsoever (natural disasters, bad weather, sabotage, embargoes, strikes, interruptions or delays in transport or means of communication or in the supply of raw materials, energy or components, tooling accidents, etc.) which have the effect of rendering the contract temporarily or permanently unenforceable. Any resurgence of the Covid 19 epidemic will be considered unforeseeable.
10.2 The list of cases of force majeure is not exhaustive.
11. Export controls
11.1 Principles
LEHVOSS France advises the purchaser that for the shipment or export of goods (products, software, technology) and the provision of services in fulfilment of a contractual obligation (e.g. installation, maintenance, repair, instruction/training, etc.) with a cross-border component, the rules of European law as well as those of French law regarding international trade are applicable, and that the individual deliveries and technical services provided by LEHVOSS France may be subject to legal export control restrictions. This applies in particular to armament and so-called "dual-use goods". The applicable legal provisions are Regulation (EU) 2021/821 of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfers of dual-use items and its annexes, which can be directly transposed into French law, French national regulations on dual-use goods and, in general, all the rules of French law applicable to foreign trade governed by the French Commercial Code, French Custom Duty Code and the French Defense Code in their respective current versions. LEHVOSS France and the purchaser sign, when the purchaser's account is opened, a document called the Declaration of Commitment to Export Control which completes the stipulations of the general terms and conditions.
Futhermore, there are European and national embargo regulations against specific countries and persons, companies and organisations, which can ban the delivery, supply, provision, export or sale of goods and the performance of services or make them subject to approval.
The purchaser recognises that the abovementioned legal provisions are subject to constant changes and modifications; and that they are to be applied, in their currently version, to the contract concluded in accordance with these general terms and conditions.
The purchaser undertakes to recognise and comply with European and French export control provisions and embargo regulations, especially if the purchaser is subject to a re-export condition in an approval assigned to LEHVOSS France by the export control authorities (in France the competent authority is the “Service des biens à double usage” (SBDU)). LEHVOSS France will inform the purchaser of such a condition no later than the shipment/export.
The purchaser undertakes not to sell, export, re-export, deliver or pass on the delivered goods, or to otherwise make them accessible, directly or indirectly, to persons, companies, institutions, organisations or in countries if its infringes European or French export provisions or embargo regulations.
Upon request, the purchaser is obliged to provide LEHVOSS France appropriate and complete information about the end use of the goods and/or services to be provided, and in particular to issue so-called end-use certificates to (in French “certificat d'utilisation finale ou d’utilisateur final” (CUF) or “certificat de destination finale” (CDF)) and send them to LEVHOSS France in original, in order to verify the end use and intend purpose of the goods and/or services to be provided, and to be able to demonstrate them to the export control authorities.
11.2 Withdrawal, compensation for damages by LEHVOSS France
If the possible required export or shipping approval, or other approvals or releases under foreign trade law are not issued or not issued on time by the competent authorities, or other obstacles impede the fulfilment of the contract or delivery because of the regulations regarding customs, foreign trade and embargo regulation which LEHVOSS France as exporter and/or shipper, and/or LEVHOSS France’s suppliers must comply with, then in addition to Article 10 on Force Majeure, LEHVOSS France has the right to withdraw from the contract and/or the individual delivery or service obligation. This applies even if relevant export control and legal embargo obstacles first arise (e.g. because of a change in the legal situation) between conclusion of the contract and the delivery or performance of the service, as well as when asserting guarantee rights, and these make the performance of the delivery or service temporarily or permanently impossible because necessary export or shipping approvals or other approvals or releases under foreign trade law are not issued, or are withdrawn, by the competent authorities, or other legal obstacles prevent the fulfilment of the contract or the delivery or service because of customs, foreign trade and embargo which must be complied with.
11.3 Delivery time
Release or assignment of export or shipping approvals or other types of approval under foreign trade law by the competent authorities can be a prerequisite for compliance with delivery times. If LEHVOSS France is impeded in on-time delivery because of the duration od the correct execution of a customs or foreign trade application, approval, or inspection process, then the delivery time is extended accordingly by the duration of the delay caused by this official process. Furthermore, the provisions in article 5 remain unaffected.
11.4 Compensation for damages payable by the purchaser
The purchaser is liable to the full extent for damages and expenses arising to LEHVOSS France through the purchaser’s failure to comply with the European and/or French export provisions or embargo regulations.
12. Jurisdiction/applicable law
12.1 The parties expressly agree that any dispute arising from the conclusion, interpretation or execution of any contract between the purchaser and LEHVOSS France shall be submitted, failing amicable settlement, to the Tribunal de Commerce de Paris. By derogation to this stipulation, LEHVOSS France may also bring an action at the registered office of the purchaser.
12.2 Subject to specific contractual provisions and public order, French law alone is applicable, to the exclusion of the Vienna Convention on Contracts for the International Sale of Goods.
12.3 The place of performance for delivery and payment is the registered office of LEHVOSS France.
13. Miscellaneous
The parties agree that any agreement to be concluded must be in writing. There are no oral supplementary agreements (derogations) between them. The requirement of written form also applies to the cancellation of this stipulation. If any of the provisions of these general terms and conditions are found to be null and void, this will not affect the validity of the remaining provisions.
These General Terms and Conditions can be consulted at any time at the following address: https://www.lehvoss.fr/en/terms-conditions