General terms and conditions of sale

Preamble
Any order automatically implies full and unconditional acceptance by the Buyer of the following terms and conditions: These terms and conditions apply to all offers and sales of new and used items. The Buyer’s general terms and conditions of purchase shall not be binding on WORMS, even if WORMS are aware of them. The fact that WORMS does not invoke an article of the present general conditions of sale at a given moment cannot be interpreted as a renunciation of the right to apply said conditions at a later date.
Article 1: Preliminary offer
1.1 WORMS will produce a quotation for acceptance based on requests for items by the Buyer.
1.2 The quality, power, capacity, measurement and performance specifications for the items in the offer are those quoted by the manufacturer and are not guaranteed under warranty.
Article 2: Ordering
2.1 All orders, including those placed by telephone, must be confirmed in writing.
2.2 The order must state, inter alia: the quantity, make, type, item references, the agreed price, the method of payment, the place and date of delivery or collection if other than the invoice address.
2.3 An order is binding on WORMS only if it has been accepted in writing.
2.4 Orders taken by WORMS are only valid if they have not been cancelled in writing by WORMS.
Article 3: Financing
3.1 Any financing of the equipment by a financial organization must be mentioned on the purchase order.
3.2 WORMS reserves the right to cancel the order in the absence of a favourable response from the aforementioned financial organisation within 30 days from the order date.
Article 4: Change of technical specifications
4.1 The Buyer may not rescind the order or to hold WORMS liable for modifications to the initial item specifications between ordering and delivery if they are in application of a national or European community text or as a result of manufacturers’ recommendations.
4.2 WORMS undertakes to inform the Buyer of such changes as soon as possible.
4.3 If WORMS is not able to deliver the items ordered, WORMS can either cancel the order and refund any advance payments received, without further compensation, or upon written request of the Buyer, deliver items with identical characteristics.
Article 5: Delivery – Definition Items will be delivered in accordance with the stipulations of the order, subject to compliance with the terms of payment. Delivery means either the dispatch of items to the Buyer from the WORMS factory or warehouse or where the items are made available for collection at the WORMS warehouse.
Article 6: Delivery times – Terms and conditions
6.1 Delivery times are only indicative and quoted according to the availability of items at the time of the offer. The order will not be cancelled due to delivery delays as a result of circumstances beyond the control of WORMS. WORMS cannot be held liable for damages resulting from this delay.
6.2 However, the order may be terminated at the request of either party by registered letter with acknowledgement of receipt if items are not delivered within 3 months from the planned delivery date for any reason other than force majeure. The Buyer will then only be entitled to the return of the deposit(s) paid without further compensation.
6.3 WORMS cannot be held responsible in case of force majeure or event such as lockout, strike, epidemic, war, requisition, fire, flood, machine-tool accident, delays in the transportation system or any other cause leading to a partial or total layoff for WORMS or its suppliers. WORMS will inform the Buyer in a timely manner of such circumstances if they should occur.
6.4 Any delay in delivery due to force majeure will lead to, at the discretion of WORMS, either the cancellation of the order or the extension of delivery or collection deadlines, without either party being able to claim compensation.
6.5 In any event, timely delivery can only take place if the Buyer has fulfilled its (financial and signature) obligations to WORMS.
6.6 If delivery is made by making items available for collection, WORMS undertakes to inform the Buyer in writing of the availability date. The Buyer agrees to take delivery of the items within 15 days of receiving the availability notification. After this period, item storage costs will be charged to the Buyer without prejudice to any further action WORMS may take.
Article 7: Transport
7.1 WORMS is free to choose the most appropriate mode of transport for the delivery of the items.
7.2 Unless otherwise agreed, transportation will be at the expense and risk of the Buyer, who will be responsible for checking the quantity and condition of items upon delivery. In the event of damage or loss, the Buyer must indicate their reservations on the delivery note and inform the carrier within 48 hours of receipt, by registered letter with acknowledgement of receipt. This letter must be accompanied by the reservations indicated on the delivery note. All item deliveries will be insured by the carrier. This implies providing precise and detailed reservations with any claims. All insurance claims must be made in compliance with legal requirements. Specific and detailed reservations should be indicated: opened packages or torn packages, number of items received (received and not missing), traces of impacts, packages or pallets overturned, no original packaging. Inadmissible reservations: ‘subject to packing’, ‘subject to counting’, ‘subject to breakage’ and pre-sealed packaging.
Article 8: Checks on reception
8.1 Reception and inspection of the material must take place within two (2) days of delivery.
8.2 Without prejudice to measures which may be taken against the carrier, the Buyer will inform WORMS by registered letter with acknowledgement of receipt within the time limit set out in article 8.1 of any apparent defects or anomalies of the items delivered.
8.3 The Buyer will detail the anomalies or defects found in a registered letter which will be addressed to WORMS within the time limits set out in article 8.1. The Buyer will give WORMS every opportunity to proceed with the examination of these defects or anomalies and will refrain from intervening or from having a third party intervene for this purpose.
8.4 Claims submitted after the period stated in Article 8.1 will be deemed inadmissible.
8.5 If the Buyer expressly or tacitly does not formally acknowledge receipt of delivery, the items will be deemed to have been delivered in accordance with the order.
8.6 Anomalies found in any items delivered does not relieve the Buyer of its obligation to pay for the undisputed items.
8.7 Any defect or deficiency recognized after mutual examination only obliges WORMS to replace free of charge the items recognized as defective.
8.8 All item returns must be accompanied by a return slip including the exact description of the items being returned, the reason for the return, and the name and signature of the driver for pickup. The Buyer must retain a copy of this return slip, which may be requested in the event of a claim.
8.9 Any spare parts returned 3 months after the delivery date will be subject to a discount of 20% net on the unit price. WORMS does not accept returns of rubber parts.
Article 9: Price Determination
9.1 Prices of items ordered are those in effect on the order date. Prices are quoted in euros.
9.2 Prices exclude VAT. VAT and any other similar taxes will be added at the rate applicable at the invoice due date.
Article 10: Price Indexation 10.1 The parties agree that prices may vary due to fluctuations in exchange rates, to increases in manufacturers’ prices or taxes.
10.2 If the price variation is greater than 10%, WORMS will inform the Buyer of the increase by registered letter with acknowledgement of receipt. For standard items, the Buyer may cancel the order in writing within 8 days of receiving the letter detailing the price change. For specific items, the Buyer may not cancel the order, but WORMS will absorb any variation higher than 10%.
Article 11: Payment Terms
11.1 Payment Terms Payment term: In accordance with the French law no. LME 2008/776 of 04/08/2008, the payment terms applied are 45 days end of month or 60 days from invoice date. Late fees: In the event of non-payment of the invoice with eight days from due date, the Buyer will be automatically liable for late payment interest equal to three times the legal interest rate (Act No. 92-1442 of 31 December 1992). Late payment interest will be calculated on the invoice amount including VAT. Additional fixed compensation for debt collection costs: This is in addition to the late-payment penalties charged. Such compensation is set at 40€ by the decree of 2 October 2012. This indemnity is applicable automatically (ipso jure).
11.2 Regardless of the method of payment agreed between the parties, payment will only be deemed to have been made once the amounts due have been collected.
11.3 In case of non-payment on the due date, WORMS reserves the right to cancel or suspend current open orders and deliveries.
11.4 A discount of 0.5% per month in advance will be applicable for early cash payment within 8 days of invoice due date.
11.5 Commercial disputes Any dispute raised by the Buyer relating to the overall commercial relationship with WORMS (invoice, sales, contract, debts, etc.) cannot be taken into account after nine months from the date of the disputed event. Therefore, any claim concerning the payment of sums (rebates, commercial relationship and remuneration of other services) due in year n must reach WORMS at the latest on September 30th of the year n+1. Otherwise, the claim will be de facto inadmissible.
Article 12: Interest on arrears In the event of non-payment within eight days of the invoice due date, the Buyer will be automatically liable for late payment interest equal to three times the legal interest rate (French law No. 92-1442 of 31 December 1992). Late payment interest will be calculated on the invoice amount including VAT.
Article 13: Penal clause Where the Buyer fails to comply with the terms of the contract requiring amicable or judicial debt collection, the Buyer will pay, in addition to the legally payable principal sum, costs, expenses and fees, an indemnity of 15% of the principal, inclusive of tax, will be accrued by way of standard forfeit damages and interest.
Article 14: Immediate payment In case of total or partial non-payment of an order on the due date, the sums due for this order or for other orders delivered or in the process of being delivered will be payable immediately after formal notice by WORMS by registered letter with acknowledgement of receipt.
Article 15: Refusal to sell All orders are accepted in consideration of the legal, financial and economic situation of the Buyer at the time of the order. As a result, if the financial situation of the Buyer deteriorates between the date of the order and the delivery date, WORMS will be entitled to demand either cash payment before delivery or to cancel the order.
Article 16: Extended warranty for new items: The warranty covers any defects of materials, manufacturing or assembly. The Worms Entreprises After-Sales Service may grant or refuse a warranty.
16.1 Warranty period A 36-month warranty is offered on items and on petrol engines (diesel engines will be guaranteed by the manufacturer according to their warranty conditions). Excluded are the SILENTSTAR 7M, SILENSTAR 7T, SILENSTAR 13000 M, SILENTSTAR 13000 T models and large power generators greater than or equal to 9 kVA which are only guaranteed for 1 year. The guarantee covers the replacement of the parts recognized as defective and the labour necessary for the repair by a repairer from the WORMS Entreprises network of authorized repairers. Labour time will be reimbursed only in Metropolitan France.
16.2. Spare parts are guaranteed for three months and only if the installation was carried out by a professional in application of standard industry practice and the manufacturer’s recommendations. WORMS is not obliged to guarantee parts in case of proven failure of the supplier or the item.
16.3 This warranty covers all hidden or apparent defects from the delivery date of the items onwards. The Buyer will be required to demonstrate clearly the defects detected. The only obligation incumbent on WORMS under warranty is the free replacement or repair of the item recognized as defective by the manufacturer and excludes any other service or compensation.
16.4 Interventions carried out under warranty do not extend its duration. Repair or delivery of replacement parts does not extend or renew the warranty period. The cost of transport and consumables (filters, oil, lubricants, etc.) will in all cases be borne by the Buyer.
16.5 The Buyer will not be entitled to compensation in the event that the item is impounded in application of the warranty. The guarantee will not give rise to damages of any kind.
16.6 In order to apply the guarantee, the completed ‘Guarantee Request’ form with proof of purchase must be returned to WORMS within 15 days of detection of the defect. Any request for parts under warranty must be indicated at the time of the order and include all the information required to process the application. The part considered defective by the Buyer must be returned to WORMS within 15 days. After this period, if the item has not been received by WORMS or if the guarantee is not recognized, an invoice for the replacement part will be issued and the Buyer required to pay it.
16.7 A maintenance logbook must be established and kept up to date by the main representative of the Buyer in accordance with Article R233-12 of the Labour Code. For used equipment:
16.8 For used equipment, the guarantee that WORMS may grant will be defined in the special conditions.
Article 17: Warranty – Exclusions
17.1 The Buyer will lose the benefit of legal and contractual warranties in particular in the event of abnormal or abusive use of the equipment, repairs or any interventions carried out by persons other than or not approved by WORMS or by the Manufacturer; deterioration or damage to the item resulting in particular from collisions, dropping, fire, vandalism, malicious mischief or misbehaviour; deterioration or accidents resulting from lack of supervision or maintenance; premature deterioration due to wear, leakage or noise not reported to WORMS in time; refusal by the Buyer to allow WORMS access to the equipment for maintenance, inspection or repair. The warranty is subject to proper maintenance of the machine and will automatically cease to apply if the machine is used for a purpose other than that for which it is normally intended, or if the provisions and instructions contained in the maintenance and operation manual are not strictly observed. The warranty also ceases if the item is modified, repaired or dismantled, even partially, outside the dealer’s workshop or by unauthorized personnel, except for routine maintenance operations. The manufacturer’s guarantee cannot be applied when the item is used under-capacity with a generator. Consumables and parts subject to wear, diodes, capacitors and AVR (automatic voltage regulators), exhausts, seals, switches, filtration and starting systems (battery and starter), temperature and oil sensors and measurement indicators are all excluded from the manufacturer’s warranty.
17.2 WORMS can suspend the standard legal guarantees in case of delayed payment, partial or total non-payment of the price of the items.
Article 18: Retention of ownership Transfer of risks
18.1 In accordance with the law N 80-335 of 12 May 1980, all items sold by WORMS are delivered and sold, subject to full payment. The non-payment, even partial, authorizes WORMS, notwithstanding any clause to the contrary, to recover the item from the Buyer, after formal notice with acknowledgement of receipt. The right of appeal will also apply in the event of the Buyer going into receivership or liquidation.
18.2 Notwithstanding Article 1583 of the Civil Code, the risk of damage to the items or to third parties is transferred to the Buyer upon delivery of the items.
18.3 Items are returned at the Buyer’s risk and expense.
18.4 On application of the ownership retention clause, the Buyer will be liable to pay compensation for devaluation in accordance with the scale established by the FNTP (National Association of Public Works). This compensation may not be offset against any advance payments made by the Buyer.
18.5 In the event of intervention by creditors of the Buyer, in particular the seizure of the item or insolvency proceedings, the Buyer will immediately inform WORMS, the creditors or the insolvency administrator thereof by registered letter with acknowledgement of receipt.
18.6 The Buyer will bear the costs of the measures taken to stop such intervention, in particular those of third party actions.
18.7 The Buyer will ensure that the item can be identified.
18.8 On application of the Ownership Reservation Clause, down payments made to WORMS be retained.
Article 19: Equipment for resale The Buyer may resell the items in the ordinary course of business. However, the Buyer forfeits this right if payment is not made by the due date. The Buyer agrees to communicate to WORMS, in both cases, the names and addresses of the Buyers, as well as the amounts still owed by them.
Article 20: Nullity of a clause If any provision of these terms and conditions is invalid or void, the remaining provisions will not be invalidated or void.
Article 21: Attribution of legal jurisdiction The official address for the purposes of the contract and litigation is the company’s registered office. Any dispute or interpretation of the present general sales conditions is subject to French law. In the absence of amicable resolution, the dispute will be brought before the Commercial Court of Meaux, which has sole jurisdiction. The attribution of jurisdiction is general and applies whether it is a main claim, an incidental claim, a substantive action or a summary procedure.
Article 22: Intellectual property All technical documents provided to the client remain the exclusive property of WORMS, the sole owner of their intellectual property rights and must be returned to WORMS on request. The customer undertakes not to make any use of these documents that could infringe the industrial or intellectual property rights of our company and undertakes not to disclose them to any third party.
Article 23: GDPR (General Data Protection Regulation) WORMS Entreprises is committed to comply with the GDPR regulation concerning personal data (Regulation (EU) 2016/679) of the European Parliament. For any request, send an email to contact@wormsentreprises.com.
Article 24: Compliance with environmental and social requirements in accordance with the Agec law on the fight against waste and the circular economy. Household packaging: FR216670_01RWX and WEEE: FR025525_05PORT See details on our website: www.wormsentreprises.fr W COM.01.13.INF – Revision 4