LEGAL NOTICES

Identification

• Company name: Devatec SAS
• Head office address: 185 boulevard des Frères Rousseau
• Telephone number and e-mail address: (+33) 2 35 83 06 44 / devatec@devatec.com
• Legal form of the company: SAS
• Amount of share capital: €106,074.03
• Name and address of the website host: OVH SAS is a subsidiary of OVH Groupe SAS, a company registered in the Lille Trade and Companies Register under number 537 407 926 and located at 2, rue Kellermann, 59100 Roubaix

 

Activity

• Production and marketing of air humidification equipment – production of air conditioning equipment.
• Registration number in the trade and companies register: 382 377 224 R.C.S. Dieppe

 

TERMS & CONDITIONS OF SALE

 

1. GENERAL.

Unless otherwise specifically agreed in writing by DEVATEC, as Seller, all sales are subject to the following terms and conditions.

Any general terms and conditions printed on Buyer’s purchase orders or related documents shall be inapplicable. If in conflict with these terms and conditions, except as expressly and specifically accepted by Seller in writing. For the interpretation of the trade terms the contract is governed by the provisions of the “Inco” terms set forth by the International Chamber of Commerce and in force at the date of the Company’s written acceptance of the order.

2. OFFERS – PRICE VARIATIONS.

Offers from Seller are subject to acceptance within 60 days from date of offer and are firm only under the following conditions:

1. a) Quoted prices are firm only for products released for immediate shipment within 3 months from date of purchase order.
2. b) If release for shipment is made after 3 months from this date, prices will be those in effect at the time of shipment but will not exceed the quoted prices by more than 10%.
3. c) If release for shipment is after 6 months from this date, prices will be those in effect at time of shipment.
4. d) Written notice will be submitted prior to shipment advising the client of any applicable price increase.

Pricing of special, non-standard items is based upon the quantities shown and will not necessarily apply in the event a greater or lesser quantity is purchased.

The present provisions concerning price modifications also apply to sales concluded without a formal offer from Seller.

3. ACCEPTANCE.
4. a) Buyer’s orders are binding on the Seller only after the written acceptance by an authorized representative of the Seller.
5. b) Cancellation of an accepted order by the Purchaser is made only with Seller’s consent.
6. DELIVERY.

Seller does not guarantee delivery of the products sold, within the specified period. Delivery dates are given and intended by the Company as estimates only and are not an essential condition of performance.

Delivery to the first carrier shall constitute delivery to the Buyer and entails the transfer or title and risks.

Products are agreed or deemed to be agreed ex Seller’s factory, even when products are taken out by a third party. No claim for default of conformity or apparent defect of construction shall be possible after the time of acceptance as specified here above.

Seller shall not be liable for delays, damages or shortages after delivery to the carrier and in such event Buyer has rights only against the carrier. If shipment is delayed due to an act of the Buyer, delivery to the Buyer will be deemed to occur as soon as the Buyer is notified that the goods are ready for shipment; they may be held thereafter for the Buyer’s account and at his expense and risk.

5. FORCE MAJEURE.

All orders accepted subject to delays or failure in delivery resulting from force majeure, including without limitation, floods, strikes or other labor disturbances, riots, fires, accidents, wars, embargoes, delays of carriers, inability to obtain raw materials, imported products, lack of natural sources of supply, acts, injunctions or restraints of government authorities (whether announced or not), or any cause whether similar of dissimilar to the foregoing, beyond the reasonable control of Seller.

6. PRICES.

Unless otherwise quoted, prices are Ex-works, Ambrumesnil, France, in EUR.

If prices are quoted in currencies other than EUR, then such prices shall be adjusted, even after order acceptance in proportion to any change, up or down, in the rate of exchange between the EUR and currency quoted.

7. CHARGES.

Unless otherwise specified, all prices quoted and charged by Seller assume delivery Ex works, Ambrumesnil, France. Any taxes, levies, duties, insurance and transportation cost arising after such delivery are for the Buyer’s account.

8. TERMS OF PAYMENT.

Unless otherwise agreed in writing, our invoices are payable within 30 days. A charge of 1 % per month is added to any part of the price outstanding over 30 days. The Seller reserves the right, however, subject to appropriate notice to the Buyer, to require payment under any of the following terms.

– cash with the order;

– sight draft against bill of lading;

– cash against documents;

– irrevocable letter of credit.

Any collection costs are for Buyer’s account.

If Buyer fails to pay, Seller shall be entitled to suspend all further delivery until the default is cured.

9. WARRANTY.

Devatec warrants to the original user of those products supplied by it and used in the service and in the manner for which they are intended shall be free from defects in material and workmanship for a period of one year from the date of installation, but not longer than 15 months from the date of shipment from the factory. Please refer to other warranty period on specific product lines. This warranty does not extend to any product that has been subject to misuse, neglect or alteration after shipment from the Devatec factory.

Except as may be expressly provided in a written agreement between Devatec and the user, which is signed by both parties, Devatec DOES NOT MAKE ANY OTHER

REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 

The sole and exclusive remedy with respect to the above limited warranty or with respect to any other claim relating to the products or to defects or any condition or use of the products supplied by Devatec, however caused, and whether such claim is based upon warranty, contract, negligence, strict liability, or any other basis or theory, is limited to Devatec’s repair or replacement of the part or product, or, at Devatec’s option, to repayment of the purchase price.  As a condition of enforcing any rights or remedies relating to Devatec products, notice of any warranty or other claim relating to the products must be given in writing to Devatec: (i) within 30 days of last day of the applicable warranty period, or (ii) within 30 days of the date of the manifestation of the condition or occurrence giving rise to the claim, whichever is earlier.  IN NO EVENT SHALL DEVATEC BE LIABLE FOR SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OR PROFITS OR INTERRUPTION OF BUSINESS. The Limited Warranty and Remedy terms herein apply notwithstanding any contrary terms in any purchase order or form submitted or issued by any user, purchaser, or third party and all such contrary terms shall be deemed rejected by Devatec.

10. APPLICABLE LAW.

The relationship between Buyer and Seller in respect of the contract of sale is subject to France law. Any dispute between Buyer and Seller arising out of such contract shall be settled by the Court of Rouen provided however that Seller reserves the right to sue Buyer before the Court having jurisdiction in the territory of the Distributor’s business location for sums which the Buyer may owe to Seller.

11. TERMINATION.

Seller shall be entitled to cancel without notice period the whole or part of any contract with Buyer, even partly carried out, by written notice given to Buyer, in any of the following circumstances.

If Buyer fails to pay upon maturity date any sum due to Seller and if such default continues for thirty days after the same has been brought to the attention of the defaulting party by written notice; or if Buyer files a petition on bankruptcy or makes a general assignment for the benefit of creditors or otherwise acknowledges or reaches insolvency; or if Buyer is adjudged a bankrupt or go or is placed into a complete liquidation (other than for a merger or any other form of reorganization); or if a receiver is appointed for the business of the Buyer and such receiver has not been discharged within thirty (30) days after such appointment.

Any of those events shall result in immediate maturity of any deferred claim of Seller against Buyer.

Finished and in-process special parts, not part of standard catalog items, shall be billed to the total extent of labor and material cost at the time of cancellation.