General Terms and Conditions of Sale

Article 1 — Scope

These General Terms and Conditions of Sale ("GTCS") apply to all sales concluded by Special Piping Services ("SPS") with professional buyers acting in the course of their business (B2B only), unless expressly agreed otherwise in writing by SPS. They prevail over the buyer's purchase conditions, even in the absence of express objection. Any order implies unreserved acceptance of these GTCS.

Article 2 — Offers and orders

Offers and quotations issued by SPS are non-binding and valid for three (3) days, unless expressly stated otherwise. Offers relating to stock material are additionally made subject to prior sale. A sale is only concluded upon SPS's written order confirmation (or, failing that, upon execution of the order). Any change to an order must be confirmed in writing; an accepted order is irrevocable, except with SPS's express agreement. Verbal undertakings by SPS staff are binding on SPS only after written confirmation.

Article 3 — Prices and invoicing

Prices are stated exclusive of tax; VAT and other charges are invoiced in addition. The applicable Incoterm® is the one stated in the offer or order; transport, packaging and insurance are invoiced in addition, unless stated otherwise. Invoicing is based on actual weight, or on the tolerance agreed in the offer (e.g. -0/+1 piece). Quantities delivered may vary within that tolerance.

Article 4 — Product characteristics

Products comply with the agreed standards and specifications (EN, ASTM, ASME, grade designations, dimensional tolerances). References to standards, certificates and designations do not constitute warranties beyond the requirements of the applicable standard. EN 10204 3.1 material certificates are provided as standard; 3.2 certificates, specific tests and inspections beyond the standard (ultrasonic, dye penetrant, etc.) are invoiced in addition. SPS does not warrant suitability for any particular use not specified in writing before the order; the buyer remains solely responsible for assessing the product's fitness for its application.

Article 5 — Delivery and lead times

Delivery times are indicative and run from the order confirmation and receipt of all information required for execution. A delay in delivery gives rise to neither penalties nor cancellation, unless otherwise agreed in writing. Risk passes in accordance with the Incoterms® 2020 rule agreed in the offer; failing any such mention, risk passes to the buyer upon handing over the goods to the carrier. Partial deliveries are permitted. SPS reserves the right to suspend deliveries in the event of non-payment or deterioration of the buyer's creditworthiness.

Article 6 — Acceptance and reservations

The buyer must inspect the goods upon receipt and, where applicable, note any reservations with the carrier on the delivery note (damage, shortages); failing this, reservations are inadmissible. Apparent defects and non-conformities must be notified in writing to SPS within eight (8) days of receipt. Latent defects must be notified within eight (8) days of their discovery. Any goods that have been transformed, cut or machined are deemed accepted. The buyer must give SPS the opportunity to observe the defect and take samples.

Article 7 — Warranty

SPS warrants the conformity of the products with the agreed standards and specifications, without prejudice to the statutory warranty against latent defects (art. 1641 et seq. of the French Civil Code). In the event of an acknowledged defect, SPS may, at its option, replace the goods or refund the defective part; this is SPS's sole obligation. Excluded: damage resulting from non-conforming transformation, storage or use, and normal surface corrosion.

Article 8 — Payment

Payment terms are thirty (30) days net from the invoice date, unless otherwise agreed in writing. For a first order or a new customer, SPS may require payment in advance or on delivery. In the event of late payment, penalties are automatically due, without formal notice: interest at the ECB refinancing rate plus ten (10) points, plus a flat recovery indemnity of forty (40) euros (art. L441-10 and D441-5 of the French Commercial Code). Any late payment accelerates all sums due and may suspend ongoing deliveries. No set-off is permitted, except with SPS's written agreement.

Article 9 — Retention of title

The goods remain the property of SPS until full payment of the price (French Act no. 80-335 of 12 May 1980, art. 2367 of the Civil Code). In the event of resale before payment, the buyer subrogates SPS in its claim against its own customer. In the event of insolvency proceedings, SPS may reclaim the unpaid and identifiable goods.

Article 10 — Liability

SPS's liability is limited to the value of the goods concerned by the breach. Indirect losses are excluded: loss of profit, loss of revenue, removal/reinstallation costs, late-payment penalties suffered by the buyer and immaterial losses. These limitations do not apply in the event of fraud, gross negligence, or harm to life or bodily integrity.

Article 11 — Force majeure

Unforeseeable and irresistible events are exonerating: strike, war, epidemic, interruption of mill supply, embargo, export restrictions, disaster. SPS shall inform the buyer as soon as possible; if the impediment exceeds sixty (60) days, either party may terminate the order without compensation.

Article 12 — Export and sanctions

The buyer warrants that it will not breach applicable export control and sanctions regulations (EU, UN, US) and indemnifies SPS against any claim in this respect.

Article 13 — Governing law and jurisdiction

These GTCS and all sales are governed by French law, to the exclusion of the Vienna Convention (CISG). In the event of a dispute, exclusive jurisdiction is vested in the courts of SPS's registered office, subject to any mandatory rule to the contrary.

Article 14 — Personal data

Buyer data is processed in accordance with the GDPR, solely for the management of orders, deliveries and invoicing.

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See also

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