General terms and conditions of sale

ARTICLE 1 – Scope

Pursuant to Article L 441-6 of the French Commercial Code, the General Terms and Conditions of Sale hereof constitute the exclusive framework for the business relationship between the parties.
They are intended to define the terms and conditions wherein “ITOH DENKI EUROPE” (“the Supplier”) provides professional purchasers (“the Purchasers” or the “Purchaser”) who place an order / orders via the Supplier’s website, by direct contact and/or in printed format, with the Products listed hereinafter: (motorized rollers and drums, circuit boards and accessories, conveyor- and logistics-related modules and accessories, and scrolling boards and other equipment)
The General Terms and Conditions of Sale herein apply unlimitedly and unreservedly to any sale concluded between the Supplier and Purchasers of a same category, notwithstanding any clause which may be mentioned on the Purchaser’s documents, including but not limited to their General Terms and Conditions of Purchase.
Pursuant to regulations in effect, these General Terms and Conditions of Sale are systematically transmitted to any Purchaser who so requests, to facilitate ordering with the Supplier.
Orders placed for Products imply the Purchaser’s acceptance of the General Terms and Conditions of Sales herein and the General Terms and Conditions of Use of the Supplier’s website for electronically-placed orders.
The information specified in the Supplier’s catalogues, brochures and price lists are provided for information purposes only and may be revised at any time. The Supplier reserves the right to make any changes that it deems necessary.

ARTICLE 2 – Orders – Prices

2-1 Orders can only be accepted if accompanied by an order request drawn up on paper bearing the Purchaser’s official letterhead or if made on a purchase order drawn up by the Supplier and duly signed and stamped by the Purchaser.
Sales are only deemed concluded and final when the Supplier has given express acceptance in writing and has ensured, in particular, requested Product availability, substantiated by an order acknowledgement established by any written means.

2-2 In all cases, the Product sold is specific and meets the particular constraints and requirements requested by the Purchaser. Accordingly, the order may not be modified.

2-3 In the event that the Purchaser cancels the order, after the Supplier has accepted it, at least 30 days before the effective date of supply of the Products ordered, regardless of the reason except in cases of force majeure, any deposit made when the order was placed shall be retained ipso jure by the Supplier and shall not be reimbursed to the Purchaser in full or in part.
In the event that the Purchaser cancels the order, after the Supplier has accepted it, less than 30 days before the effective date of supply of the Products ordered, regardless of the reason except in cases of force majeure, the total selling price shall be retained by the Supplier and shall be immediately due.

2-4 Any return of goods shall be subject to a formal agreement from the Supplier. Should this occur, the costs and risks shall be borne by the Purchaser. Any Product returned without this agreement shall not lead to a credit note and shall be held at the disposal of the Purchaser.

2-5 Benefit from the order is personal to the Purchaser and is non-transferable without the Supplier’s agreement.

2-6 Products are supplied at the Supplier’s prices in effect at the date the order is placed and, if applicable, in the specific commercial offer transmitted to the Purchaser. These prices are binding and non-revisable during their validity period as stipulated by the Supplier.
These prices are net and exclusive of tax, ex-works with standard packaging.
They do not include shipping costs, customs duties or insurance coverage which shall be borne by the Purchaser. The Supplier shall charge aforementioned costs, if applicable, to the Purchaser.
In the event of incomplete delivery as a result of Supplier failure, any shipping costs owed in addition to the amount contractually agreed upon in the order acknowledgement shall be borne by the Supplier.
Special packaging expressly requested by the Purchaser, on account of the Product, its destination or its shipping mode shall bear a surcharge. The Purchaser must request the aforementioned in writing when placing the order. The Supplier cannot be held liable in the event that the request is not made pursuant to the aforementioned conditions.

ARTICLE 3 – Terms of Payment

3-1 When a Purchaser places an order for the first time or when the order is intended for a non-EEC country, the total amount is payable immediately upon ordering.

3-2 In other circumstances, a deposit equal to 100% of the total purchase price of the aforementioned Products may be requested when the order is placed. The balance is payable cash upon delivery.
In the event that a deposit is not required and excluding the cases provided for under 3-1, the total amount is payable in full in a single payment as of the date of delivery.
The Supplier shall not be bound to undertake delivery of Purchaser-ordered Products if the latter does not pay amounts due pursuant to the aforementioned terms and conditions.
In the event that the Purchaser fails to pay amounts due by the due date, late penalty fees, calculated at the rate applied by the Central European Bank to its most recent refinancing operation, plus 10 percentage points on the total tax-inclusive price stipulated on the aforementioned invoice, shall be retained automatically ipso jure by the Supplier, without requiring any formality or prior formal notice. Late penalty fees are payable from the first day of late payment and are calculated as follows: [(rate) x tax-inclusive amount] x [number of days late / 365].
Failure to pay by the due date makes the outstanding balance of all amounts due immediately payable, without prejudice to any action that the Supplier may be entitled to bring against the Purchaser, on this account.
In the event of failure to comply with the aforementioned terms of payment, the Supplier also reserves the right to suspend or cancel delivery of the Purchaser’s pending orders, to suspend performance of its own obligations and to reduce or cancel any discounts granted to the Purchaser.
Lastly, in the event of failure to pay by the due date, the Purchaser shall be liable, ipso jure, without prior formal notice, to pay fixed compensation for recovery costs, for a total amount of 40 euros. The Supplier reserves the right to request additional compensation from the Purchaser if recovery costs actually incurred exceed this amount, upon presentation of supporting documents, including any costs incurred for amicable settlement and/or judicial recovery.

3-3 Penalty Clause: By explicit agreement, without prior formal notice and except postponement granted by the Supplier in writing, failure to pay all or part of the total amounts due by the target date shall, regardless of the method of payment provided for, lead to legal intervention and the application of compensation, for damages, equal to 15% of the outstanding tax-inclusive amount, without prejudice to interest charged for late payment.

3-4 Retention of Title: The Supplier retains title to the Products sold, until they are fully paid by the Purchaser, which enables it to claim the Products in the event of non-payment. The Supplier shall retain any deposit made by the Purchaser as fixed compensation, without prejudice to any other action that that the Supplier may be entitled to bring against the Purchaser, on this account.

3-5 The Supplier shall not grant any discount for payment made prior to the due date stipulated on the invoice or made within a timeframe less than the one mentioned in the General Terms and Conditions of Sale hereof.

ARTICLE 4 – Rebates, Allowances and Discounts

The Purchaser may benefit from rebates, allowances and/or discounts mentioned on the Supplier’s price list, based on the quantities purchased or delivered by the Supplier at the same time and to the same location, or based on the regularity of orders.

ARTICLE 5 – Delivery

The Products purchased by the Purchaser shall be delivered within a maximum of 60 days from the date the Supplier receives the corresponding purchase order duly signed and accompanied by the deposit payable at this date.
This timeframe is not a compulsory time limit and the Supplier cannot be held liable by the Purchaser if delivery is made within 30 days after the given estimated delivery date.
In the event of a delay in delivery by more than 30 days, the Purchaser may request cancellation of the sale. The Supplier shall refund any deposits that the Purchaser has made.
The Supplier cannot be held liable under any circumstances in the event of delivery delay or suspension attributable to the Purchaser or in the event of force majeure.
Products can be delivered – directly to the Purchaser – by notice of availability – collected by a shipper or carrier from the Supplier’s premises; the Products are shipped at the Purchaser’s own risk.
The Purchaser is required to check the apparent condition of the products upon delivery. Unless reservations are expressly made by the Purchaser by registered letter with acknowledgement of receipt, within 3 days from the date of delivery, the Products delivered by the Supplier shall be deemed as complying quantity- and quality-wise with the order.
The Purchaser acknowledges that the shipper or carrier is responsible for making the delivery. The Supplier is considered to have fulfilled its obligation of delivery once the products ordered have been transmitted to the shipper or carrier which has accepted them without reservation.
The Purchaser cannot make any warranty claim against the Supplier in the event of non-delivery of the Products ordered or of damage that occurred during transit or unloading.

ARTICLE 6 – Transfer of Ownership – Transfer of Risk

6-1 The transfer of ownership of the Products to the Purchaser shall only take effect once the latter has made payment in full, notwithstanding the date the aforementioned Products are delivered.
The Purchaser shall be liable for returning any unpaid goods at their own expense and risk, following formal notice transmitted by the Supplier by registered letter with acknowledgement of receipt, without any further proceedings.

6-2 The transfer of the risks of loss of and damage to the Products from the Supplier to the Purchaser shall take effect upon delivery and receipt of the aforementioned Products to the latter or when they have been handed over to the shipper or carrier.

ARTICLE 7 – Supplier Liability – Guarantee

7-1 It is hereby expressly stated that the Supplier does not install the Products sold.
The Products delivered by the Supplier benefit from a 12-month contractual guarantee, from the date of delivery, which covers the non-conformity of the Products ordered and any hidden defects arising from a fault in materials, design or manufacturing that may impact the Products delivered and render them unfit for use. The guarantee and the Product sold by the Supplier form an indivisible package. The Product cannot be sold or resold impaired, transformed or modified.
This guarantee is limited to the replacement or reimbursement of non-compliant or faulty Products.
To benefit from the guarantee, the Purchaser must inform the Supplier in writing of the defect(s) within a maximum of 15 days of discovering it, under penalty of lapse of the right.
The Supplier shall replace the Products or parts under guarantee that are found to be defective, or shall have them repaired. This guarantee also covers labour costs but does not include the return shipping of the Products which shall be borne by the Purchaser.
The replacement of defective Products or parts shall not have any effect on the length of the aforementioned guarantee established for the overall order. Only the guarantee for defective Products or parts shall be applicable under the same terms as before.

7-2 The guarantee cannot be applied if the Products have been used abnormally, or have been used in conditions other than those for which they were manufactured, in particular in the event of non-compliance with the terms and conditions set out in the operating manual.
Likewise, no guarantee shall be due if the Product has been modified without the Supplier’s prior written agreement or has been repaired by parties which the Supplier has not approved.
Moreover, the guarantee is not applicable in the event of damage or accident resulting from a shock, fall, negligence, lack of supervision or servicing, or if the Product has been transformed.

ARTICLE 8 – Intellectual Property

The Supplier retains ownership of all industrial and intellectual property rights related to the Products, photos and technical documentation which cannot be transmitted or used without its written permission.
The Purchaser is strictly prohibited from using ITOH DENKI and POWER MOLLER Products or brands for commercial or advertising purposes without the Supplier’s express prior agreement.

ARTICLE 9 – Disputes

Any disputes that may arise from the agreement hereof, as regards its validity, its interpretation, its execution, its termination, their consequences and effects shall be submitted to the Commercial Court in whose area of jurisdiction the Supplier’s head office is located.

ARTICLE 10 – Applicable Law – Agreement Language

It is explicitly agreed by the parties that the General Terms and Conditions of Sale hereof and any resulting purchasing and sales transactions are governed by French law.
They are drawn up in French. If they are translated into another or several other languages, only the French version of the texts shall prevail in the event of dispute.

ARTICLE 11 – Purchaser’s Acceptance

The General terms and Conditions of Sale and the price lists are explicitly approved and accepted by the Purchaser, which acknowledges that they have read them in full and thus waivers the right to make any form of claim based on any contradictory document, in particular their own General Purchasing Terms and Conditions.

ARTICLE 12 – Miscellaneous Provisions

No waiver or amendment to the General Terms and Conditions of Sale hereof is valid unless the Supplier has explicitly accepted it in writing. If a special agreement derogates from any clause provide for under the General Terms and Conditions of Sale hereof, the other clauses shall remain applicable.
The non-application by the Supplier of a clause of the General Terms and Conditions of Sale hereof shall not waive this clause or any other clause.
Should a clause of the General Terms and Conditions of Sale hereof be or become ineffective, the effectiveness of all other clauses shall remain unaffected.

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