General selling conditions

ARTICLE 1 – OPPOSABILITY – OBJECT

The present general terms apply to any transaction of FCBA such as provision of services, sales of materials, etc. The placing of any order implies acceptance by the customer of these general terms of sale and implies that he has waived recourse to his own terms of purchase. Formal and written derogations may be brought by FCBA to the present general selling conditions.
All information and descriptions featured in our catalogues, brochures, advertising leaflets etc. are given for information only and have no contractual value.

ARTICLE 2 – ORDERS

Orders are definitive only when they have been confirmed in writing and signed by FCBA.
The contracting party is finally and fully bound by his order, notwithstanding any cancellation on his part.

ARTICLE 3 – LEAD TIMES

Lead times for the provision of services or materials are given for information only.
Lead times are calculated as from the date of acceptance of the order by FCBA.
The overrunning of lead times may not give rise to the payment of damages.

ARTICLE 4 – CONTRIBUTION TO COSTS

Products, services and materials are sold at the current price at the time of delivery.

ARTICLE 5 – TERMS OF PAYMENT

Invoices issued by FCBA are payable within 30 days from the end of month of the date of issue, without discount. An instalment is paid upon the order and the balance paid upon delivery. An interim invoice may be sent to the client as the service progresses.

ARTICLE 6 – OVERDUE PAYMENT OR DEFAULT

In the event of any late payment, FCBA may suspend all current orders without prejudice to all other legal proceedings. If the payment terms provided for an instalment to be paid upon order, the delivery will be made subject to the full collection of the instalment.
Any amount outstanding on the agreed term shall automatically result, with no prior injunction, in the payment :
•    of a fixed compensation amount for collection costs in an amount of EUR  40
•    late payment penalties at the interest rate applied by the European Central Bank to its latest refinancing transaction increased by 15 percentage points. The rate applicable during the first half year of the respective year is the rate applicable on January 1 of the respective year. For the second half of the respective year, it is the rate applicable on July 1 of the respective year. Such penalties shall be calculated on the outstanding amount all taxes included accruing from the term until full settlement.
Such amounts shall be owed without a reminder being needed (statements required by article L441-6 of the Business Code)

ARTICLE 7 – LIABILITY

FCBA may not, under no circumstances, be held liable for any damages linked with mistakes, lack of information or inaccuracies present in the documents delivered by the customer. The FCBA liability is only limited to the scope of the mission it has to do, the consequential damages shall not exceed 30% of the total order amount for this service or material delivered.
The works realised by FCBA, within the framework of the help for innovation in conception or for a technical support, deal with the providing of information on one or several possible solutions faced to a raised problem. Thus there is no reciprocal commitment in the decision of putting in place the studies’ results of FCBA.

ARTICLE 8 – RESERVATION OF TITLE

The products, services and materials remain FCBA’s property until payment is received in full.
In case of payment default in the agreed-upon timeframe, FCBA may recuperate the products, services and materials that still belong to it and can, if it so wishes, cancel the contract by simple registered letter to the client.
Upon delivery, the client must insure himself against all risks entailed in holding the products, services and materials until payment is made in full.
The client will ensure that the products, services and materials can always be identified and will not undertake to sell them until payment is made in full to FCBA.

ARTICLE 9 – COMMUNICATION OF THE RESULTS OF THE WORKS

Results achieved through services performed by FCBA are recorded in a single copy of a document to the attention of the customer. At a charge, translations of the documents and certified original copies for a period of 10 years from the date of issuance of the original document will be issued. In case of divergence in the translated document, the original document prevails.
Only original and certified copies are binding on third parties. These documents may not be changed or altered after receipt. Copying of FCBA documents is authorised on the condition that a full copy of the document is made, with the mention « reproduction ».
None written document preceding the definitive results of the work and coming from FCBA shall be communicated by the customer to third parties unless formal and written authorisation of FCBA.
Any other type of reference to FCBA services shall be subjected to the prior written approval of FCBA.

ARTICLE 10 – CONFIDENTIALITY

FCBA will not release any information regarding the work it is entrusted with to third parties without the customer’s prior agreement.

ARTICLE 11 – PROTECTION OF MARKS

The FCBA denomination, logos and marks belonging to it benefit from a national or international protection. Their use without any authorization will be considered as unwarranted and will be the subject of legal proceedings.

ARTICLE 12 – LEGISLATION – POWER OF JURISDICTION

This contract shall be governed with respect to its validity, its interpretation and its execution by French law.
Any dispute arising from this contract shall be the subject of the exclusive jurisdiction of the French courts in the district of Paris, notwithstanding cases of third party or plurality of defendants.

TERMS SPECIFIC TO THE TESTING REALISATION

ARTICLE 13 – SAMPLES

The customer has to put free of charge samples of the products or materials required to perform the provision of services at the FCBA’s disposal, costs of shipping are at the customer’s expense. In the event that FCBA must purchase the sample(s), the related expense shall be charged back to the customer. The customer must take back all samples, products or materials handed over within 60 days of the date the document containing the results is sent. After this period, FCBA shall have the right to proceed with destruction thereof without further notice. Samples will be shipped back at customer request and shipping, insurance and packaging costs will be at the customer’s expense. Samples, products and materials sent back and forth shall be shipped at the customer’s own risk.
In the event the customer would like the products, samples or materials tested to be retained beyond the 60-day period, the customer must specify this information on the order and indicate the specific duration of retention. In this case, the cost of storage will be invoiced at the same time as the corresponding services.
In no event may FCBA be held liable for damages to samples, products or materials caused solely through the use or experimentation they were provided for.

ARTICLE 14 – COMMUNICATION OF THE RESULTS OF THE CHARACTERISATION AND / OR ASSESSMENT SERVICES (TEST REPORT, TECHNICAL FILE, NOTICE OR COMPLIANCE CERTIFICATE …)

Any use of the results of the characterisation or assessment services provided by FCBA, and/or any reference to such services that may be likely to mislead the consumer or user of the product, will lead to legal proceedings according to applicable laws.
The results of the services are FCBA’s property as long as the client did not pay the agreed price.
A service covers only the characterised or assessed samples and is no indication of the control of the quality of products.
If a company, owning a characterisation or assessment document prepared by FCBA, wishes to mention so in its technical documentation, the following terms should be complied with :

• All results achieved meet standard or regulatory specifications or specific requirements, accepted by FCBA,
• The communication should be done by reference only to the characterised or assessed product,
• The marketed product is the same as the characterised or assessed product…

On those conditions, the communication should be made subject to stating the following : « « name of service » FCBA n° XXX / date + main characterised or assessed features »
Subject to FCBA’s prior and written consent, a company owning a characterisation or assessment service result provided by FCBA may allow its clients, under its own responsibility, to use that same statement in their  documentation

TERMS SPECIFIC TO THE SALE OF MATERIALS

ARTICLE 15 – METHODS OF DELIVERY

Delivery takes place on the FCBA premises, unless otherwise stipulated in writing.
Delivery is made either by the direct handing over of the product to the transferee or by simple notification that the product is ready, or by delivery into the hands of a forwarding agent or a carrier. The costs of transport and packaging are borne by the transferee.

ARTICLE 16 – ASSIGMENT OF RISKS

The assignment of risks takes place at any time of delivery, of which the terms are defined in the article 15, unless otherwise stipulated in the order acknowledgement. Consequently, FCBA may not under any circumstances be held responsible with respect to anything which may happen to the materials following delivery and, particularly, without this being restrictive, during dispatch or handing over to the carrier.

ARTICLE 17 – CLAIMS

Claims in respect of conspicuous defects or any non-conformity of the products delivered shall be made in writing, within thirty days of their reception by the customer.
Any return of material must be the subject of a formal agreement between the customer and FCBA.
The costs and risks of return are at all times at the customer’s expense.
Once the conspicuous defect or the non-conformity of the products delivered has been duly recorded by FCBA, the latter undertakes, as it chooses, either to repair or replace free of charge the products, or to reimburse the cost of the material, to the exclusion of any other compensation.

ARTICLE 18 – CONTRACTUAL GUARANTEE

As the material sold is made of different elements manufactured externally, the latter shall be guaranteed directly by the manufacturer.
FCBA shall guarantee only those elements which it has manufactured and the services which it has provided in relation to this material.
In this respect FCBA offers a guarantee against any operation defect for a period of six months as from the delivery date, unless otherwise agreed and specified on the order acknowledgement.
Any action taken under this guarantee shall not have the effect of prolonging the latter.
Under this guarantee, the only obligation incumbent on FCBA shall be the replacement of the  product free of charge or the repair in its workshops of the products or the elements acknowledged by its technical department as being defective.
Any costs of shipping shall be at the customer’s expense.
Defects and damages caused by natural wear or by any external accident (incorrect assembly, defective maintenance, abnormal use…) or by a modification of the product, which was neither provided for nor specified by FCBA, are not included in the guarantee.

ARTICLE 19 – EXPORT

The customer undertakes to comply with the legislation in force (including decrees and regulations) relating to the restriction to the right to export or the formalities to be accomplished in order to export. The customer shall check with FCBA that the material delivered is not subject of a contractual prohibition to export towards certain countries.

TERMS SPECIFIC TO THE SALE OF PUBLICATIONS

ARTICLE 20 – LIABILITY

FCBA is released from any liability regarding the use of the content of the publications it resells.
For the publications it publishes, the FCBA’s liability is released in case of any use of their content out of the regular framework.

ARTICLE 21 – PRICE

FCBA abides by the French law 81-766 of the 10th of August of 1981 on the unique price for the recent books, which limits to 5% the possible discount on the inclusive of tax public price fixed by the publisher.

ARTICLE 22 – SHIPPING COSTS

Shipping costs are at the customer’s expense. They include a participation to the presentation, packaging and prepayment costs.

TERMS SPECIFIC TO TRAINING

ARTICLE 23 – ARRANGEMENTS

All information and descriptions featured in our catalogue are given for information only and have no contractual value.
FCBA may not, under any circumstances, be held liable for any damage to persons caused by an untimely use of the materials put at disposal, for material, intangible, commercial damage or other damage caused directly or indirectly to the customer or to any other legal entity or person due to the provision of the training.
The completed registration form (intercompany courses) or the signed quotation (intra and inter-company courses) shall constitute an order. For intercompany courses, a deposit of 50% is required to confirm the opening of the session. In the absence of payment of the deposit, FCBA may deny the student access to training.
For intra-company sessions, if there is no agreement with the training fund, the order is effective only after the payment of a 30% instalment cheque on the total amount of the service, with the signed quotation.
If the trainee cancels :
– More than 10 days before the beginning of the session : the instalment is reimbursed up to 80%, 20 % being kept by FCBA for handling costs.
– Between 2 and 10 days before the session beings : the instalment is kept in full by FCBA
– Less than 2 days before the session begins : the instalment is kept by FCBA and the amount of the balance of the training is charged to the company, which agrees to settle it according to the terms of the general terms of sale of FCBA. (see article 5).Any course already started is due in totality. The invoicing is done at the end of the training and payment is made either by the company or the training fund if an agreement has been entered into with it before the training session.
FCBA reserves the right to cancel, postpone the course or modify the place.
Companies may, up the day before the course begins, replace one participant with another.

ARTICLE 24 – COSTS

The quoted prices are before tax, and do not include transport and accommodation expenses.
The training costs may, under certain conditions, be covered by administrative organisations of training funds. In this case, an agreement of covering should be provided by the company to FCBA. In case of non-payment, FCBA will invoice the training cost to the company.

Only the French version prevails. (CGV 2015 B)
> Conditions générales de vente 2015