SALES TERMS & CONDITIONS
SALES TERMS & CONDITIONS
I. General Clause – Formation of contract
All our sales and services are governed by these General Terms and Conditions, which prevail over all other conditions of purchase, unless an exemption is formally and expressly made by us. Any specific purchase clause or condition contained in the customer’s order form that contradicts these Terms and Conditions shall be considered null and void. In the event of any changes (description, quantity, etc.) to an order already received and confirmed by the seller, the previously agreed conditions cannot be extended without the seller’s agreement. All sales are agreed subject to manufacturing and transport availabilities.
All events of any nature whatsoever that are beyond our control and that might delay or prevent the sale or render its conclusion financially exorbitant constitute by express agreement a suspension or cancellation clause in our vendor obligations. If the event is temporary, completion of the sale will be suspended, and if it continues for more than THREE (3) months, we reserve the right beyond this time to terminate the sale without compensation.
II. Retention of title
Transfer of ownership of the item sold is conditional on the purchaser paying the price in full. This provision does not obstruct the transfer of risks caused or suffered for any reason whatsoever, from the date of delivery. The purchaser shall, upon the seller’s request, provide evidence that it has taken out insurance to cover these risks, to the benefit of the party concerned and that it has paid the premiums. In the event of non-payment of the price, and without prejudice to the legal or contractual action for rescission, the seller may recover the item sold from the purchaser at the expense and risk of the latter, following unheeded formal notice by registered letter or by legal action, The purchaser undertakes to ensure that the items sold remain identifiable to enable claims by the seller. Goods in stock of the same nature will be presumed to form part of the unpaid items. In the event of resale, the initial purchaser transfers to ENTRE-PRISES all receivables in its favour resulting from the resale.
In the event of a design imposed on our company by the customer, resulting in the complete or partial definition of a product, we exclusively guarantee performance in accordance with the contractual dimensions, tolerances and specifications, the customer taking full responsibility for the design in relation to the environment in which the products are to be integrated.
IV. Price – Payment Conditions – Penalties
Prices are quoted exclusive of tax. All orders totalling less than €500 excl. tax must be paid for before shipment of the goods. Our invoices always reflect the price set in the order acknowledgement. Unless a specific dispensation is contained in the quote, all our sales are payable to the headquarters of our company, irrespective of the mode of recovery and the destination location. In the event of non-payment of our bills or other costs accepted by us by the stipulated payment deadline, or in the event of failure to accept bills, we reserve the right to demand immediate payment.
In accordance with article L 441-6 of the French Commercial Code, late payment penalties are due if payment is not made by the day after the payment date shown on the invoice. The interest rate applicable to these late payment penalties will be the refinancing rate plus 10 percentage points. Any late payment on the part of a professional customer will incur the application of a flat rate recovery fee of 40 euros, in accordance with article 441-6 of the French Commercial Code without prejudice to any damages and interest covering the fees in the event of higher recovery costs.
These interests will run from the payment deadline until payment is made. In the event of non-payment, the customer must reimburse all costs incurred by the litigation to recover the sums due, including
legal fees. All claims are independent of the payment of the sums owed.
V. Choice of forum clause
The Grenoble Commercial Court shall be granted sole jurisdiction to hear any disputes relating to this sale, even in cases of multiple defendants, third-party complaints or interim measures, irrespective of the stipulations contained in the customer’s General Terms and Conditions. Our bills or acceptances of payment imply neither substitution nor overriding of this choice of forum clause.
VI. Automatic cancellation clause
Should either party fail to fulfil its obligations, this contract will automatically be terminated in favour of the other party without prejudice to any damages that could be claimed from the party at fault.
In the event of any change in the customer’s situation such as death, bankruptcy, judicial settlement or liquidation of assets, Entre-Prises reserves the discretionary right to maintain or terminate unilaterally.
Should the contract be terminated due to a breach in obligations by the customer, or to force majeure, the sums paid will be retained by the seller.
VII. Delivery and Transport
Our products are taken from our factory or our warehouses and always travel at the purchaser’s risk irrespective of the terms and conditions of sale or the mode of transport, including in the event of carriage paid sales. The purchaser is therefore responsible for making the necessary provisions with respect to carriers and to assert its rights to compensation.
Should delivery be delayed due to factors beyond the control of ENTRE-PRISES, storage from the originally agreed delivery date will be provided at the purchaser’s risk and with costs invoiced at 1% of the price of the order per week. Any week started is regarded as payable in full.
Our products are approved in our factory or our warehouses in terms of both quality and quantity. Any faults, hidden defects and missing items that may be identified after shipment will only require the direct replacement of the faulty or missing products with no other compensation of any kind, on condition that the claim is made by the purchaser within TWO (2) days of receipt of the products, by registered letter. Beyond this deadline, no claim will be accepted. The warranty is not applicable in the event of partial payment for the goods.
IX. Expiry of term clause
If a sale includes several deliveries, failure to pay for any one of them or failure to accept the bill on the agreed terms authorises us to consider the sale cancelled or to suspend deliveries, without formal notice.
X. Price of goods
The cost estimates issued by the company are valid for 3 months.
XI. Intellectual Property
The sale of products does not imply the transfer to the customer of our company’s industrial and intellectual property rights in respect of these products. The customer may under no circumstances use, reproduce, patent, file a patent for, or communicate to third parties any surveys, projects, prototypes and documents produced by our company, or patents, designs, models or knowledge that are the property of our company without its written authorisation.
The customer authorises our company to display the completed products at any event such as fairs, trade shows and exhibitions, and on its advertising and sales documents.
XII – Waiver
Should ENTRE-PRISES not avail itself of any one of these clauses at any give time, this does not constitute a waiver of the right to avail itself of these clauses at a later date.
CONDITIONS SPECIFIC TO ACS
I. Order and contractual documents
Once signed off, the design constitutes a contractual element, or failing this the design accompanying the offer of services will be contractual.
The signed cost estimate constitutes a contractual element, or failing this the offer of services will constitute the cost estimate. ENTRE-PRISES reserves the right to modify the terms of the order in order to comply with safety requirements.
No order accepted by ENTRE-PRISES can be cancelled by the customer without the written agreement of ENTRE-PRISES with compensation for the costs incurred by the company (analysis,
goods) and for loss of earnings.
II. Price of goods
Cost estimates are produced subject to the ability of the supporting structures to bear the loads induced by a climbing activity.
The price provided is not a unit cost (m² of climbing surface area), and the climbing surface area indicated is approximate.
Any undisclosed or new limitations in terms of buildings or accessibility that lead to changes in design and/or project implementation may result in an additional cost estimate for the work.
Our installation price only covers one set of travel and transport expenses. Where the purchaser is planning a two-stage operation, an additional cost estimate will be issued
III. Payment terms and conditions
A payment of 30% will be made on order, 50% before shipment of the goods and 20% after installation.
IV. Risk and transfer of ownership
Transfer of ownership takes place upon full settlement of the invoice.
Only ENTRE-PRISES is entitled to authorise the climbing wall to be put into active service, and it does so by issuing the certificate of conformity. Putting the wall into active service entails the transfer of responsibility.
The removable elements and accessories will be delivered at the beginning of construction and received by the customer. If it is not possible to receive the goods, ENTRE-PRISES must be informed at
least 4 weeks before work begins. If not, ENTRE-PRISES declines all responsibility for the safety of these goods on the site.
V. Product guarantees and responsibility
In addition to the legal guarantees, our products are covered by the following guarantees:
One (1) year for holds, two (2) years for Clip ‘n Climb modules, mats, and wooden-surfaced external walls.
The panels and structures of the other walls in the context of installation and use that comply with the instructions provided with the product are guaranteed for five (5) years, and this guarantee can be extended to ten (10) years when an uninterrupted annual inspection and maintenance contract is taken out with ENTRE-PRISES or with a technician approved by ENTRE-PRISES.
The warranty takes effect on acceptance of the wall by the customer, pending issue of the wall’s certificate of conformity.
Access to the rear of the Artificial Climbing Structure is strictly reserved for authorised individuals (ENTRE-PRISES technicians, or a company assigned by ENTRE-PRISES), at the risk of loss of warranty on the sub-structure.
VI. Standard obligations and authorisation to proceed
The purchaser has sole responsibility for its supporting structures. These include the building’s flooring, walls and framework. Standard NF52-400 states that “Only the owner and/or project owner of the
supporting structure is entitled to authorise implementation of the fixing points and tests taking into account their type and the loads transmitted.”
In the specific case of free-standing climbing towers, ENTRE-PRISES undertakes to provide design calculations and a plan for installation on a concrete base. Our undertaking does not include
measuring or laying the concrete base (dependent on the quality of the ground). A geotechnical survey could be required, at the purchaser’s expense.
For all exterior installations, a prior declaration of works is required.
VII. Delivery lead time
The authorisation to proceed determines the commencement of the analysis and manufacture of the equipment. The deadline for production and completion of the analysis takes effect on the date of delivery of the authorisation to proceed by the customer. The
schedule issued with the proposal constitutes a reference document for the duration of the manufacturing and design periods. A late completion penalty cannot be charged if the purchaser is late in delivering the authorisation to proceed.
The colours must be chosen in advance of the technical study. A late completion penalty cannot be charged if the purchaser is late in delivering the colours choice.
If the work is delayed, the purchaser must take into account the time frames provided in the schedule provided by us as part of the proposal, and the other work in progress. The delay penalties clause will then be renegotiated.
VIII. Site Conditions
The customer is responsible for providing a key to the site for the duration of the installation period.
ENTRE-PRISES is responsible for organising site clearance including removing waste and sweeping the area used for the works.
The customer is responsible for making water and electricity available, and a locked area for safe storage of materials. If these arrangements are not possible, the purchaser must inform ENTRE-PRISES at least 4 weeks before work begins.
When a new building is constructed, the climbing wall must be installed before the sports flooring to avoid any damage.
The “ENTRE-PRISES” logo is affixed to the structure.
The use of anchoring pegs can cause small cracks or spalling to appear in the concrete around the peg. ENTRE-PRISES cannot be held responsible for this, as it is determined by the composition of the wall. In a new project, a two-stage process can be considered before the wall is finally painted. This process may be
subject to an additional cost estimate.