Terms and conditions of sale
SAINT-GOBAIN PAM BÂTIMENT GENERAL TERMS AND CONDITIONS OF SALE
Article 1 - GENERAL PROVISIONS
These Terms and Conditions of Sale (“T&Cs”) cancel and replace those previously communicated. They apply to any order placed by a client (“Client”) to SAINT-GOBAIN PAM BÂTIMENT, a company organized and existing under the laws of the French Republic with a share capital of € 6 812 970,75, with its registered office at 21 avenue Camille Cavallier in Pont-à-Mousson (54700), France registered with the Register of Commerce of Nancy under number 799 283 882 (“SG PAM BAT”), for the sale of SG PAM BAT’s goods and services (“Products”).
Any order made by the Client implies its adherence to these terms and conditions of sale. The Client’s purchasing conditions shall not take precedence over these terms and conditions of sale unless first agreed in writing by SG PAM BAT.
SG PAM BAT reserves the right to amend its T&Cs at any time, the applicable T&Cs being those in force on the date of the order sent by the Buyer.
Article 2 - ORDERS - ACCEPTANCE
2.1 Each order for Products must be identified as an order and must include the necessary information for its processing, in particular sufficient accurate information on the branding, delivery and listing of the range, in order to allow SG PAM BAT to process this order as best possible. In case of insufficient or inaccurate information, SG PAM BAT may delay the shipping date of Products, without prejudice to any other solution.
2.2 Orders do not become firm and final until SG PAM BAT has issued an acknowledgement of receipt. No modification or cancellation of an order shall be taken into account after the issue of the acknowledgement of receipt of the order. Unless otherwise provided between the parties, SG PAM BAT’s silence does not constitute acceptance of an order.
Article 3 - PRICING
3.1 Products are sold under the conditions and for the prices currently applicable on the effective delivery date or, where there is an offer, the prices indicated in relation to it, insofar as the order is received by SG PAM BAT within the period of validity of that offer.
3.2 Where SG PAM BAT issues an offer, prices are firm throughout the duration of the offer or for a maximum duration of two (2) months following the issue date of that offer. After this period, price increases may be applied.
3.3 Prices may be modified by SG PAM BAT at any time with a notice period of thirty (30) days.
3.4 Unless specifically agreed, prices are expressed in euros, net, excluding VAT. If applicable according to the Products destination, these prices are billed after application of value added tax at the rate in force. SG PAM BAT shall be entitled to recover any tax, duty or increase arising from a change to regulations or legislation, from its entry into force.
Article 4 - DELIVERY
4.1 Our delivery times are mentioned as an indication, and correspond to our best estimate. Delivery times are only firm when they are expressly classified as such in the order acknowledgement.
4.2 Non-respect of the indications relative to the delivery time does not authorise the Client to cancel their order, to delay payment beyond the agreed conditions or to withhold or offset any part of it.
4.3 No late penalty may be claimed from SG PAM BAT if it has not been expressly agreed with regard to its principle and its terms in the order acknowledgement.
4.4 SG PAM BAT is not responsible for breached delivery times where:
- the Client has not respected the payment conditions; or
- where information to be provided by the Client has not arrived within the required time;
4.5 The transfer of ownership of the Products to the Client is conditional upon payment of the price in full.
4.6 Risk is transferred under the conditions defined by the chosen Incoterm (Incoterms published by Paris International Chamber of Commerce in force on the effective delivery date, the “Incoterms”) or where Products are customised and covered by the carrier.
4.7 In the absence of specific conditions agreed beforehand and confirmed in the order acknowledgement by SG PAM BAT, the Products are sold Free Carrier (FCA - Incoterms® 2020) from SG PAM BAT’s shipping site.
4.8 For any exit from the European Union territory made by the Client or the forwarding agent designated by the Client, as proof of exit, the Export Control System (“ECS”) of exit must be sent to SG PAM BAT. In the event that the ECS cannot be provided, the Client or its forwarding agent may send to SG PAM BAT, the Bill of lading for shipment by sea or the Airway Bill for shipment by air or the CMR Way Bill with receiver’s signature and stamp or the Delivery note with receiver’s signature and stamp.
Article 5 - INSPECTION
5.1 Products are inspected in the factory according to SG PAM BAT’s quality control procedures and the standards in force.
5.2 In cases where a special inspection has been agreed, by the Client or an organisation representing it, the inspectors in charge are advised of the dates and times in which inspections must normally take place.
Article 6 - TRANSPORT
6.1 Where the Client organises transport itself, it assumes the restrictions of adapting vehicles to Products and the obligation to make an appointment 48 hours in advance. Otherwise, the delivery cannot be loaded.
6.2 The Client is responsible for unloading operations carried out under its control. In this regard, the Client must ensure respect for safety conditions on site and provide suitable means to allow unloading in the best possible safety conditions. In particular, in case of a delivery by truck crane, the Client shall assist the driver by separating pipes and packages on the ground. The Client must establish a safety protocol with the carrier prior to unloading.
6.3 In case of lost, damaged or missing Products observed upon delivery, the Client shall take recourse against the carrier, stating its reservations on the transporter’s delivery form. It will confirm these reservations with the carrier, by registered letter with acknowledgement of receipt, addressing its claim with supporting documentation within 3 business days following receipt of the Products.
Article 7 – PAYMENT CONDITIONS
7.1 Unless otherwise indicated, payments are made at the address stated on the invoice, within forty-five (45) days from end of the month following the invoice issue date, independently from the date of receipt of the Products by the Client.
7.2 Drafts accepted must be returned within 10 days following their issuance. This deadline also applies to means of payment issued by the Client.
7.3 Any payment made after the payment date stated on the invoice shall allow the billing of (i) late penalties at a rate equal to the interest rate applied by the European Central Bank to its refinancing operation plus 10 percentage points and (ii) a fixed charge for recovery costs, of a sum of €40; SG PAM BAT reserves the right to seek additional compensation, upon justification, in the event that its recovery costs exceed this amount.
7.4 In case of non-payment of an outstanding invoice, all of the invoices in arrears shall become immediately payable. In addition, SG PAM BAT reserves the right to suspend orders in progress, without prejudice to damages and interest.
7.5 No claim by the Client may invoke the modification, delay or suspension of payments due, or authorise it to offset or deduct payments against those owed to SG PAM BAT. Any offsetting or deduction not agreed beforehand shall constitute a payment incident justifying the application of the above measures.
7.6 In the event of a significant change to the Client’s legal or financial situation, affecting SG PAM BAT’s assessment of its solvency, or in case of an excessive outstanding amount, SG PAM BAT reserves the right even after partial execution of an order to either demand guarantees or cancel the outstanding orders.
Article 8 - GUARANTEE FOR PRODUCTS
8.1 Without prejudice to the measures to be taken with regard to the carrier, claims in relation to the non-conformity of delivered Products with those listed on the order acknowledgement must be submitted in writing within 3 days from receipt of the Products. After this time, no claims shall be accepted.
8.2 SG PAM BAT guarantees the Client against hidden defects that may affect the sold Products. If the Client detects a manufacturing fault in the Product, in its opinion constituting a hidden defect, it must send a claim to SG PAM BAT immediately.
8.3 The implementation of the guarantee for conformity and hidden defect is conditional upon these faults being jointly observed and acknowledged as effectively attributable to SG PAM BAT. The Client will provide all justifications as to the reality of the faults found. It shall facilitate SG PAM BAT in observing these faults and remedying them. The Client shall abstain from interfering with the Products.
8.4 An observation of the fault will then be conducted, within 1 month -with everything as is, except in case of force majeure - in a report in the presence of SG PAM BAT’s representatives.
8.5 If the existence of a fault is jointly found and recognised by SG PAM BAT as being effectively attributable to it, SG PAM BAT shall assume the repair of the Product or supply a replacement of the Product previously delivered, and the corresponding shipping costs.
8.6 The Client is obliged under its exclusive responsibility to respect the indications given by SG PAM BAT as well as the industry standards for the compliant handling and use of the Products as well as all technical instructions.
8.7 The guarantee given is excluded in case of:
- apparent defect, or that which a professional would discover;
- defect and/or deteriorations caused by natural wear or by an external accident;
- modification of the Product not provided for or specified by SG PAM BAT;
- defect and/or deteriorations caused by a compatibility fault against Products not provided by SG PAM BAT;
- non-respect by the Client of the indications concerning handling, fitting, use and maintenance of Products as well as industry standards;
- force majeure or similar event.
8.8 The guarantee given by SG PAM BAT is for 12 months from delivery. Interventions conducted in relation to the guarantee shall not result in extending this period.
ARTICLE 9 - LIABILITY
9.1 SG PAM BAT warrants that its Products comply with their specifications at the date at which they are placed at Client’s disposal. Specifications, performances and technical characteristics stated in catalogs, technical brochures and any other commercial documentation and packaging are subject to revision at any time without any prior notice to the Client. Characteristics and colours of SG PAM BAT’s Products have an indicative value due to their nature of manufacturing.
9.2 Client recognizes that he is aware of the technical characteristics of the Products as well as their conditions of use and application, defined in particular by the rules of the art and the current technical documentations. For the avoidance of doubt, the Client shall conduct prior and sufficient tests to verify that the Products meet its requirements.
9.3 SG PAM BAT’s liability is limited to the supply of the Products complying with SG PAM BAT’s specifications to the exclusion of any consequence of an improper, careless or inadequate use which remains under the exclusive responsibility and liability of the Client.
9.4 SG PAM BAT’s liability is limited to the replacement or reimbursement of the Products proved to be defective, without indemnification or compensation relating to transport or labour costs to be due to the Client. No responsibility or liability shall be accepted for any statement, representation, warranty or otherwise made by any of SG PAM BAT representative, agent or distributors.
Article 10 - INDUSTRIAL PROPERTY
The plans, models, studies, results of trials, catalogs, notices and all commercial and technical documents disseminated on any support whatsoever, by SG PAM BAT are the exclusive property of SG PAM BAT. As a result, the Client is prohibited from making any copy whatsoever without SG PAM BAT’s prior agreement.
Article 11 - MANUFACTURE - RECOMMENDATION
11.1 The weights and dimensions of Products indicated on SG PAM BAT’s documents are theoretical in value. SG PAM BAT reserves the right to make any modification to the information given in its documentation.
11.2 The documents regarding the handling, storage, fitting, use and maintenance of Products are provided by SG PAM BAT free of charge, at the Client's request. The Client remains solely responsible for compliance with the health and safety conditions of these various operations and the implementation of the Products according to industry standards.
SG PAM BAT reserves the right to modify the data given in its documentation at any time. It is the Client’s responsibility to verify their validity with SG PAM BAT.
Article 12 - PACKAGING
12.1 The Products’ packaging is designed so as to satisfy the requirements of transportation.
12.2 Packaging and dunnage not billed for by SG PAM BAT will be recovered upon delivery.
Article 13 - CONFORMITY OF EXPORTING CONTROLS
The Client undertakes to respect all applicable laws, particularly those concerning export controls. If, at any time, a new law or regulation enters into force rendering the execution of SG PAM BAT’s obligations impossible or illegal, SG PAM BAT shall be entitled to cancel the order and terminate the contractual relationship, without any liability with regard to the Client.
Article 14 - PERSONAL INFORMATION
14.1 SG PAM BAT, as a controller, carries out a computerised processing of its clients personal information to place orders and make deliveries.
14.2 Personal information collected in this context (Client's company name, first and last name of SG PAM BAT's contact at the Client's, email address, business telephone or fax number) is strictly necessary for the T&Cs execution and enable SG PAM BAT to manage the order, delivery, invoicing and collection.
14.3 Personal information is kept for the entire duration of the commercial relationship and within the limits of the applicable laws.
14.4 SG PAM BAT's customer service, commercial, invoicing and collection departments, as well as its subcontractors responsible for delivery and sending invoices, receive this data.
14.5 In accordance with applicable regulations regarding personal information protection, the Client has a right to access, to correct, to erase and to object to the use of his or her personal information, which the Client may exercise, by sending an email to: firstname.lastname@example.org, or by writing to : SAINT-GOBAIN PAM BÂTIMENT – Privacy Correspondent – 21 avenue Camille Cavallier, 54700 Pont-à-Mousson, France.
14.6 For more information about the way SG PAM BAT processes personal information, the Client may consult the web page "Your data and your rights" on SG PAM BAT's websites: www.pambatiment.fr (France website) and www.pam-drainage-solutions.com (Export website).
14.7 If the Client considers, after having contacted SG PAM BAT, that his/her rights are not respected or that the processing of his/her personal information by SG PAM BAT does not comply with the applicable rules, the Client shall be entitled to file a claim with the French personal data protection supervisory authority (CNIL).
Article 15 - CONFIDENTIALITY
The Client undertakes not to disclose to a third party, in whole or in part, any document, data, or information exchanged, in any form and of any nature whatsoever relating to the order and/or the Products without the prior written consent of SG PAM BAT. This commitment shall apply for the entire duration of the order and for five (5) years from the last delivery of Products under said order.
Article 16 - FORCE MAJEURE
16.1 SG PAM BAT is not responsible for cases of force majeure. Force majeure is understood to mean any cause independent of the will of SG PAM BAT, which would render the performance of its contractual obligations impossible, and affect the manufacture, shipping and delivery of Products. Cases of force majeure are considered to include disruptions to production and/or delivery resulting from a war (declared or not), strike, lock-out, accident, fire, flooding, natural disaster, epidemics, pandemics, interruption or delay in delivery, shortage of materials and/or raw materials, embargoes, and settlements, of any nature whatsoever.
16.2 In the event of force majeure, SG PAM BAT shall have a reasonable extra period of time in which to execute its obligations.
Article 17 - APPLICABLE LAW - ALLOCATION OF JURISDICTION
In the event of a dispute as to the formation, performance or interpretation of the sales contract, the Nancy courts shall be solely competent even in case of multiple defendants, guarantee claims or proceedings in chambers. These T&Cs shall be subject to French law to the exclusion of its conflict-of-law rules.