Myrra SAS general terms and conditions of sale

1 – General

The supplies include exactly and only the material specified in the estimate or in the order confirmation.

The orders placed and the undertakings made in the name of Myrra SAS are only valid after written confirmation given by the latter.

The acceptance of offers, unless otherwise expressly agreed, implies compliance with these general terms and conditions.

2 – Prices

Unless otherwise specified, prices are ex works for unpackaged materials.

Prices are established according to the prevailing economic and monetary conditions at the time the order is accepted. Myrra SAS reserves the right to modify prices according to any variations in these conditions.

In addition, prices may be revised, according to the variation formulas commonly used within the profession.

The prices and information which appear in the catalogues, prospectuses and price lists are not binding on Myrra SAS which reserves the right to make any modifications to the lay out, the form, the dimensions or the material used for the products which are described in its printed documents.

3 – Quantities

Prices are established on the basis of the continuous manufacture of the quantity of items specified in the offer.

4 – Special equipment and tools

The realisation of an item of special equipment or tool includes:
– on the one hand, study and development costs;
– on the other hand, the cost for constructing it.

The price of special equipment invoiced to the client only represents the cost for constructing such equipment.

Once this invoice is paid, the special equipment developed by us shall remain the property of our customers in our workshops and shall only used by us for the execution of their orders, unless with their written consent.

Customers formally undertake not to claim these items of special equipment before a period of five years as of their realisation, unless they pay an indemnity equivalent to one third of the invoice value of the equipment as compensation for the costs incurred for their study and development. This undertaking shall lapse in the event of a duly established default on our part. In the event where the development of a special tool is not followed by the order of parts which was initially planned within a period of six months following the presentation of samples, the indemnity provided hereabove shall immediately be due.

Notwithstanding normal wear and tear, we maintain the special tools in working order and any modification or restoration costs are borne by the customers.

Upon the expiry of the five-year period, we will consider ourselves as entirely released from any duty of custody in relation to this special equipment or these tools, as well as from any obligations arising therefrom. In addition, if, upon the expiry of the above-mentioned period, the customer has not indicated its intentions, we may destroy the special equipment or tools without further notice or justification.

In the case of tools supplied by the customer, the prices of parts will only be definitively established after tests have been carried out.

5 – Accessories

When metal parts or accessories which are necessary for assembly operations are provided by the customer, the latter undertakes to deliver them duty paid within the time limits and in the quantities requested by the supplier. The latter must provide a sufficient surplus to cover any manufacturing losses.

They must exactly comply with the dimensions and tolerances specified by the supplier and be delivered to the latter in a state which enables them to be included in the final assembly.

The customer will be liable for any defect in finished products attributable to accessories which are poorly adapted, non-compliant or defective and may not cancel the order, refuse the goods, reduce the agreed price or claim any compensation on the grounds of such defect.

6 – Lead times

For tools, the manufacturing lead times are counted as of receipt of the order accompanied by all of the elements necessary for its execution.

The consent of the supplier is given in the form of an acknowledgement of receipt which indicates the various terms of the order and renders it definitive.

For parts, lead times are counted as of receipt of the approval of the samples and any supply of spare parts or accessories to be included in the final assemblies. If these parts or accessories are supplied by the customer, the supplier will only be liable vis-à-vis the guaranteed lead time if the customer complies with the deadline to supply incumbent on it.

Unless otherwise agreed, and formally stipulated in the order and expressly accepted in writing, no penalty may be claimed from us in the event of a delay. In any event and particularly when penalties have been stipulated, the agreed lead times are extended in the event of the total or partial stoppage of our workshops due to strike, fire, floods, transport difficulties, manufacturing difficulties, insufficient raw materials due to a default by one of our suppliers or any similar reason which shall be deemed as a force majeure event.

7 – Packaging

Our prices are ex works, for unpackaged goods. Our packaging is invoiced at the lowest possible cost.

8 – Delivery

Delivery is deemed to be made in our warehouses or Myrra SAS factory in which the material is constructed by simple notice of readiness. Risks are transferred to the buyer ex-works or ex-warehouse, even if Myrra SAS organizes shipping and even if it does so at its expense. If an advance payment has been agreed, the delivery period shall commence as of receipt of the amount owed.

The delivery periods in the factories or shops are adhered to as precisely as possible; delays may not in any event justify the cancellation of the order.

The terms of payment of supplies shall not be modified due to a delay in delivery. Myrra SAS is automatically released from any undertaking relating to delivery deadlines if the agreed deadlines cannot be complied with due to the default of the buyer in the case of a force majeure event or any other unforeseeable event which delays the manufacture or the import of the material.

9 – Transport, customs, insurance, taxes etc.

Unless otherwise indicated, all transport, insurance, customs, duties, handling and installation operations are performed at the cost and risk of the buyer, which is responsible for verifying goods upon their arrival. The buyer is responsible for taking all precautionary measures with regard to forwarding agents and transporters, even in the event where ex works delivery is stipulated.

10 – Claims

In order to be valid, any claims must be made within eight days as of receipt of the goods, otherwise they will be declined. They must be made before any transformation or modification and, in any event, the liability of Myrra SAS shall be limited pursuant to article 14 below.

11 – Returns

No goods may be returned to Myrra SAS without its prior written consent, and any sums already paid shall be definitively acquired by the latter.

12 – Cancellation

In the event of the cancellation or suspension of an order of tools, a statement of the study and development costs incurred will be established. This amount will be communicated to the customer and debited from its account.

In the event of the cancellation or suspension of an order of parts, all of the parts which are finished or which are in the process of being manufactured will be delivered and invoiced.

13 – Payment terms

Tools – unless otherwise agreed in writing, the costs of tools are payable 50% upon placing the order and the balance in instalments until the presentation of samples.

Parts – unless otherwise agreed in writing, our invoices are payable 30 days end of month as of the date goods are made available, and without any discount, to our factories and warehouses.

Any sum which is not paid ten days after the date it is due shall bear interest at the basic banking rate increased by three points, without any prior notice.

In the absence of the payment of one of these instalments on the date it is due and if Myrra SAS sees fit, the contract will be automatically terminated without any legal formalities and without the need for any notice. Myrra SAS shall have the right to immediately take ownership of the material sold by referring the matter to the competent court for emergency proceedings not only in the event of non-payment, but also if any one of the obligations incumbent on the buyer is not fulfilled.

The buyer may not withhold all or part of any amounts it owes to Myrra SAS due to a claim against the latter, nor may it deduct any amount as compensation.

In the event of the cancellation of the contract, Myrra SAS reserves the right to request damages and interest and to withhold the part of the price already paid until determination of the prejudice suffered.

14 – Warranties

The one-year warranty provided in the general terms and conditions is limited to the reparation or the supply of parts which prove to be defective due to construction defects or vices. It may not under any circumstances be extended to the consequences of a future or indirect defect.

The buyer must provide evidence of the vice or defect. In the event where industrial warranties are simply indicated without any special clause, they may not give rise to the payment of any compensation or any rebate whatsoever.

15 – Liability in the event of an accident

In the event of an accident which occurs at any time and for any reason whatsoever, the liability of Myrra SAS is strictly limited to its own personnel and its own supplies, to the exclusion of any other accidents and related claims for damages, the buyer being liable in this case for any reparation.

16 – Dispute

The customer shall assume full liability for any dispute, both vis-à-vis our company and third parties, concerning ownership of the manufacturing rights on the products.

Any clauses which are stipulated in our customers’ letters or purchase forms, and which are contrary to these terms and conditions, may not be enforced against us if we have not previously approved such clauses in writing.

In application of Law 80 335 (J.O. of 13.05.1980), the goods remain our entire property until full payment of the invoice.

Any dispute, regardless of its nature or cause, shall be brought before the competent courts of the place where our registered office is located. Acceptances, drafts and mandates do not bring about either novation or exemption from this clause attributing jurisdiction.

Last updated 17 March 2015