General Terms and Conditions
Unless otherwise expressly agreed in writing by YFR (YASKAWA France), these general conditions fully apply to any offer for sale and any sale of products (machines, tools, parts), hereafter referred to as the “Products”, agreed by YFR with trade clients, hereafter referred to as the “Client” or “Clients”. They are essential and determinative conditions and prevail over any general conditions of purchase or other documents issued by the client, whatever the terms thereof, even if communicated after the communication hereof. Any order sent to YFR also implies unreserved acceptance of its tariffs and of these general conditions.
No other condition will be taken into account unless it has been expressly agreed in writing by YFR before the date of signature of the contract as defined in clause 3, hereafter referred to as the “Contract of sale”. The fact that YFR at any time fails to enforce any clause of these general conditions shall not be interpreted as a waiver thereby of subsequent enforcement of such clause.
If any clause hereof is found to be null and void or is annulled, for any reason, this shall not affect the validity of the other clauses hereof, nor of the Contract, which will continue to be applied between YFR and the Client.
Any information, norm or feature referred to in the documents of YFR (catalogues, notices, forms, prospectuses, brochures, circulars, etc.) is for information only. Any products referred to therein may be modified or withdrawn without notice. YFR reserves the right to make any modifications it may please to its products, even after acceptance of an order, provided that the essential features and performance are not affected thereby.
1. APPLICABLE LAW - JURISDICTION
Any question concerning these General Conditions of Sale and any sale governed hereby, not dealt with by the contractual stipulations, shall be governed by French law.
Any dispute concerning these General Conditions of Sale and any contract governed hereby shall be within the exclusive jurisdiction of the Commercial Court of NANTES, even in the event of summary proceedings, claim for contribution, interlocutory application or multiplicity of defendants, whatever the circumstances thereof.
2. PRODUCTS / INTENDED USE
The Products concerned herein are machines, tools and spare parts, whose technical characteristics are described in the Technical Data transmitted to the Client in the commercial proposal. By placing an order, the Client expressly declares that it is aware of such Technical Data, that it has therefore been able to assess whether the Products meet its requirements and that it has sufficient resources for using the Products in accordance with its requirements, at its own risk.
The Products are solely intended for professional use. The specific and technical characteristics of the Products require the Client to obey the instruction manual and the installation plan referred to in clause 8 hereof. The Client is responsible for the use and commissioning of the Product in normal foreseeable conditions of use and in accordance with the safety and environmental regulations in force in the place of use and with prevailing trade practice.
Contracts of sale, except for servicing, are only effective after payment by the Client of any down-payment stipulated in clause 14 and after written confirmation by YFR of the corresponding orders initially issued by the Client, since no agent or employee of YFR is authorised to make contracts or receive payment of invoices. However, any order form shall commit the Client as from its submission, whoever may have submitted or signed it.
The benefit of an order is personal to the Client and may not be assigned without the consent of YFR.
Down-payments by the Client are in no circumstances such that abandonment thereof would authorise the latter to abandon the Contract. No order may be cancelled without the consent of YFR.
In the event of cancellation of the order by the client for any reason, after its acceptance by the company, a sum corresponding to 30% of the order total will be payable to the company in compensation for the prejudice so sustained.
4. RESERVATION OF OWNERSHIP
THE PRODUCTS ARE SOLD WITH RESERVATION OF OWNERSHIP UNTIL FULL PAYMENT. IN THIS REGARD, THE PAYMENT MEANS EFFECTIVE PAYMENT FOR THE PRODUCTS, COSTS RELATING TO THE SALE AND ANY INTEREST INTO YFR's ACCOUNT.
In the event of even partial non-payment of an instalment, the client shall, at its own expense and risk, return the products not paid for, after formal notice to pay, by receipted recorded delivery letter; any products the Client has in stock will be presumed to be those not paid for.
In such event, the sale will be automatically terminated, on the date of the request for return. YFR will retain any down-payment made by way of damages, without prejudice to any other compensation. Furthermore, the client will be liable to an indemnity of 5% of the price of the product per number of months' retention until full restitution of the said products.
With YFR's express consent, the Client may however resell the Products to its own clients in the normal course of its business, on condition of full payment to YFR on the date of a cash resale or of providing YFR on the date of the resale with a copy of the resale contract, including the identity and address of the purchaser and the payment terms, if the contract payment is deferred.
Therefore, in the event of resale with deferred payment, whether or not the Product is sold after transformation, the Client's receivable from its own client for the resale price will be automatically substituted for the Product.
Despite the application of this reservation of ownership clause, the Products will be, as from their delivery, as defined in clause 6 below, in the custody of the client, which shall bear any risk that these Products may, for any reason, sustain, even in the event of force majeure, act of God or of a third party. The client shall, for the benefit of YFR, insure, as from the transfer of risk, against any risk relating to the products.
Our company's studies, projects and plans shall remain our property and may not be communicated, reproduced or executed in any way, even partially, without authorisation in writing. Documents of any kind prepared by us shall remain our property and must be returned to us on simple request.
Machines and tools are sold and invoiced in accordance with the Commercial proposal of YFR accepted by the Client. Other products (spare parts) are invoiced, unless otherwise provided in writing, at their prices in force on the date of the order. In any circumstances, such prices are always stated ex-VAT, ex-factory, packaged and net of any discount. They will be increased by VAT and any other payable tax, at the rate applicable at the due date for payment. Any costs associated with transport, such as Customs duty, insurance and installation costs, will be invoiced to the Client in addition.
Delivery of the Products is deemed to occur after their loading onto the vehicle of the first carrier in the factories, outlets or warehouses of YFR.
Unless otherwise agreed, YFR will transport the Products to the place of delivery agreed with the Client. For this purpose, YFR will choose the carrier and mode of transport used and will conclude, for and on behalf of the Client, a transport contract with the said carrier.
YFR is authorised to make full or partial deliveries. Delivery periods are for information only and any delay therein shall in no circumstances give rise to cancellation of an order or payment of damages. In no circumstances shall the Client complain of any delay in delivery where it is in breach of its obligations to YFR, especially in regard to payment, or if YFR did not receive the information required for the delivery in good time.
In any circumstances, Delivery will only be made if the Client has fulfilled all its obligations to YFR.
7. ADDITIONAL SERVICES
In addition to supplying the products, YFR will assist the client with their installation. This assistance will be provided in accordance with the terms of the contract.
For every robot delivered, YFR will provide the Client with:
- an EC certificate of conformity;
- an instruction manual in French;
- an installation plan.
9. TRANSFER OF RISK
By express agreement, the products will be deemed to be in the custody of the client as from the date of their Delivery, as defined in clause 6. Also, as from Delivery, the Client shall bear any risk that the Products may, for any reason, sustain or cause, even in the event of act of God or of a third party.
In the event of installation and assembly by the Client of all or part of the Products, the Services effected by the Client must be certified as in conformity by approved organisations. The Client shall provide these certificates of conformity to YFR, which may therefore issue the safety certificate for the whole installation. The cost of certification of the service effected by the Client will be payable by it.
11. CONFORMITY - ACCEPTANCE
The Client is bound, at its own expense, to accept the Products according to law, by directly or indirectly verifying their number, apparent condition, conformity with the Order and the absence of any apparent defect, on acceptance of the Products and after their installation.
Any reservation or objection concerning any shortfall and/or damage associated with the transport of the Products must be endorsed on the delivery note and be confirmed to the carrier within three days, by receipted recorded delivery letter, copied to YFR, in accordance with the provisions of article L 133-3 of the French Commercial Code.
Any reservation or objection concerning the conformity of machines or tools or any apparent defect, must be stated on the duly signed Acceptance Report and be confirmed by receipted recorded delivery letter within 8 days from the date of the Acceptance Report.
Any reservation or objection concerning the conformity of spare parts or any apparent defect thereof must be stated on the duly signed delivery note and be confirmed by receipted recorded delivery letter within 8 days from the date of the delivery note.
In default of compliance with these conditions, the products will be deemed to be in conformity, one month after despatch of the Acceptance report. Beyond this period, YFR's liability may not be imputed.
Lack of conformity of the Products does not discharge the Client from its obligation to pay for any Product to which it has no objection.
12. RETURNS - REPOSSESSION
No return of Products will be accepted without the prior express agreement of YFR. In the event of return, the Products must be in perfect condition and in their original packaging or container. They must not have been disassembled and/or modified. Any return accepted by YFR shall entail the partial reimbursement, of 70% of the initial amount, after qualitative and quantitative verification, to the exclusion of any damages.
Products, parts and tools shall be returned to YFR at the Client's expense and risk.
YFR contractually guarantees, to the exclusion of any other more favourable provision, the proper operation of its Products and any defect in material or manufacture acknowledged by it after examination by its technicians, subject to the following conditions:
- for new machines: the period of guarantee is limited to 12 months from the date of commissioning or delivery. In any event, the guarantee period may not exceed 12 months after despatch of the Acceptance report;
- for secondhand machines: the period of guarantee is limited to 6 months as from commissioning on site or delivery. The guarantee period may not exceed 6 months after despatch of the Acceptance report.
This guarantee is also limited to reinstatement of the parts or Products acknowledged to be defective or their exchange, payment for transport and shipment of such parts or equipment, the cost of labour required for such reinstatement, to the exclusion of payment of any damages and travel and/or accommodation costs incurred by YFR for repairs outside (Metropolitan France and export).
No return simply on the initiative of the client will be accepted.
This guarantee does not apply to apparent defects, ie., any visible defect not declared by the Client on delivery of the Products. The following are also excluded: defects or deterioration caused by normal use, negligence or improper use or use not complying with the normal purpose of the Products, by non-compliance with the assembly notice or the Documents referred to in clause 8 hereof, by insufficient maintenance and/or any handling accident.
In any circumstances, this guarantee does not apply to paintwork and surface coatings, the effects of oxidation or of variations in tension applied to electrical equipment or parts not manufactured by YFR. In this regard, YFR passes on to its clients the guarantees of its suppliers.
Any repair or modification effected to the products by the client or a third party automatically terminates the entire guarantee; the same applies where parts assembled by YFR have been replaced by parts of other origin.
The repair, modification or replacement of parts during the period of guarantee shall not extend the guarantee period.
14. PAYMENT - PROCEDURES
Unless otherwise agreed by YFR, the periods and means of payment are fixed as follows:
- for machines and tools:
by bank credit transfer --> - 30% of the price ex-VAT on the date of the order, VAT payable on the 10th of the month following delivery. If the client requests security for restitution of an advance, the costs associated with such security will be payable by it;
- the 70% balance of the amount ex-VAT at the end of the month of invoicing. If delivery is impossible 1 month after the date initially intended, for reasons not imputed to YFR, YFR may amend the payment for the order pursuant to paragraph 1;
- for parts and tools sold separately from any equipment, by bank credit transfer at 30 days from the end of the month of invoicing.
However, YFR reserves the right automatically to require payment in full before delivery or "pro forma", in the event of circumstances which might increase the risk of the Client's insolvency.
Payment is deemed complete on remittance of the funds to the credit of YFR, ie., when the sum is credited to a YFR account. No discount will be granted in the event of early payment.
Any right of set-off of client receivables is excluded. Any deterioration in the Client's solvency may justify the demand for guarantees or payment in full or by sight draft, before execution of any order.
15. PAYMENT: DELAY OR DEFAULT
If an invoice due is unpaid, in whole or in part, YFR reserves the right to claim default interest until full payment, from the day following the date of payment stated on the invoice. Its amount will be calculated by the application to the sums due of 3 times the official interest rate in force, with a minimum of 12%.
In the event of delay or default in payment, the client will also be automatically liable to a fixed indemnity of 40€ for recovery costs. However, if the costs of recovery incurred by us exceed this fixed indemnity, we may require the client to pay additional compensation, on proof thereof.
Any delay shall automatically entail the suspension of execution of any current order. Furthermore, forty-eight hours after formal notice to pay has remained unsatisfied, the sale will be automatically terminated and YFR may, in summary proceedings, claim restitution of the products, without prejudice to any claim for damages. The termination will not only apply to the order concerned, but also to any prior unpaid order, whether delivered or in course of delivery or due for payment or otherwise.
YFR will not pay any indemnity or penalty for any reason, unless otherwise provided in the special conditions.
The liability of YFR is limited to any direct material damage caused to the Client through the fault of YFR. YFR may not be held liable for non-material loss or damage or non-material damage sustained by the Client or a third party, due to its contractual non-performance, including delay in delivery or Product defect, defective labelling or packaging. Any other liability is excluded.
The civil liability of YFR is limited to the ex-VAT price of the disputed supply.
18. FORCE MAJEURE
YFR may not be held liable for non-performance of any of its obligations, including delay in delivery of the Products, in the event of force majeure, ie., any event such as strike, epidemic, war, requisition, fire, flood, tooling accident, lack of raw materials or transport, or force majeure incurred by YFR's suppliers or subcontractors. YFR shall inform the Client in good time in the event of occurrence of an event of force majeure. In the event of force majeure, YFR may by operation of law suspend deliveries during its continuance or terminate as yet undelivered orders, without liability for damages.
19. DATA PROTECTION
YFR attaches great importance to the protection of clients' data and undertakes to comply with the provisions of prevailing law. YFR will not communicate your data to any third party outside its group not involved in the delivery and processing of your order. We will only save and process the data required for the due execution of your order. We will save and process your address and data relating to the orders, to improve our offers and commercial exchanges. You may at any time exercise your right of objection via YASKAWA- 8, rue Nungesser et Coli – 44860 SAINT AIGNAN DE GRAND LIEU or by e-mail to firstname.lastname@example.org. As from acceptance of your objection, we will not use your data for any purpose other than the processing of your order.