1. Purpose

All our sales are subject to the present general terms and conditions, which prevail over any purchase conditions, unless specifically agreed in writing by SBC with a person duly authorized by the customer.

2. Offer

The buyer’s immediate acceptance of our offers without reservation implies full acceptance of these conditions. The customer acknowledges having placed the order with knowledge of the conditions of use and maintenance of our products. Failure to comply with these technical requirements will automatically exclude SBC’s liability. SBC’s final approval is given by sending an order acknowledgement. Requests to modify or cancel orders can only be accepted after consideration by our sales department. Cancellation will systematically give rise to the invoicing of costs incurred by SBC and costs resulting from the disruption suffered. When accompanied by plan(s), the quotation and plans form an indivisible offer. Acceptance of the offer by the customer implies acceptance of the dimensions and other characteristics shown on the drawing(s). Studies, plans and sketches transmitted by SBC remain its property. The customer may not pass them on to a third party. No verbal order will be accepted without written confirmation. In the event of cessation, dissolution, receivership or liquidation of the customer, SBC reserves the right to terminate all outstanding orders or to demand guarantees to ensure their fulfilment.

3. Awards

The prices of the goods sold are those in force on the day the order is taken. They are denominated in euros and calculated exclusive of tax. Consequently, they will be increased by the VAT rate and transport costs applicable on the day of the order. SBC reserves the right to modify its prices at any time. The price becomes final only after acceptance of the order by SBC.

4. Discounts and rebates

The prices quoted include any discounts and rebates that SBC may grant on the basis of its results or the assumption by the purchaser of certain services.

5. Delivery

When delivery is handled by SBC, the delivery time indicated when the order is registered is given as an indication only and constitutes only an obligation of means and not of result. A delay in delivery shall not give rise to penalties and/or compensation for delay, nor to cancellation of the order. In the case of products supplied ex works or EXW, SBC will invoice the goods within 5 working days of the date agreed with the customer if the customer has not yet collected the goods. Unless specifically agreed otherwise, and if, after two reminders from SBC, the goods have still not been collected six months after the agreed date, they will be destroyed or resold without any subsequent claim for reimbursement. In the event of goods collection organized by the customer, SBC reserves the right not to load vehicles that do not comply with current legislation. Unless otherwise agreed in writing by SBC, the transport risk is borne entirely by the purchaser. Orders for products subject to staggered deliveries will be limited to a maximum period of 2 months.

6. Receipt of goods

In the event of missing goods, goods damaged in transit or goods that do not conform to the order, the purchaser must express his/her reservations on the delivery note upon receipt of said goods. These reservations must be confirmed in writing, imperatively supplemented by explicit photographic documents, within three working days of delivery, by any means enabling SBC’s sales department to acknowledge receipt. After these three working days, claims will no longer be accepted. Goods may only be returned after written acceptance by SBC. If the non-conformity affects only part of the delivery, the customer may not use this as an argument to refuse delivery in its entirety.

7. Terms of payment

Payment for orders is made by bank transfer or bill of exchange, which must be sent to us and accepted within eight days of the invoice date. No partial payment will be accepted unless agreed in writing between SBC and the customer. No discount will be applied for early payment.

8. Late payment

In the event of late total or partial payment for goods delivered on the date of receipt, the customer must pay SBC a penalty equal to three times the legal interest rate in force on the date of delivery, in accordance with the French law on the modernization of the economy of August 4, 2008. This penalty is calculated on the outstanding amount, including VAT, and runs from the due date, without the need for prior notice. In addition to late payment penalties, any sum, including the deposit, not paid on the due date will automatically give rise to the payment of a fixed penalty of 40 euros due for collection costs in accordance with articles 442-6, I paragraph 12 and D. 441-3 of the French Commercial Code. Non-compliance with a single due date or non-acceptance of a bill of exchange renders payment of all other outstanding sums immediately due and payable, without any right to discount.

9. Default of payment

If the customer has not paid the sums due within ten working days of the implementation of the “Late payment” clause, SBC may demand damages and the return of the goods at the customer’s expense and risk.

10. Technical information

SBC provides technical documentation which the customer can obtain on request from the sales department. Most of this information is also published on the company’s website, the address of which is given on the invoice. SBC’s role is to advise, but the customer remains solely responsible for his or her choice and will assume the consequences.

11. Clause de réserve de propriété

SBC retains ownership of the goods sold until full payment has been received, in principal and in accessories, and may repossess the goods after the payment due date. Nevertheless, upon receipt of the goods, the customer shall bear all risks of damage to the goods. If the customer is the subject of receivership or liquidation proceedings, SBC reserves the right to reclaim, within the framework of the receivership proceedings, the goods sold and remaining unpaid.

12. Force majeure

SBC cannot be held liable if the non-performance or delay in the performance of any of its obligations described in these general terms and conditions of sale is due to Force Majeure or to an interruption or slowdown in the means of transport. Force Majeure is defined as any external, unforeseeable and irresistible event within the meaning of article 1148 of the French Civil Code.

13. Competent court

Any dispute relating to the interpretation and execution of these terms and conditions of sale shall be governed by French law. Failing amicable resolution, the dispute will be referred to the Commercial Court of Nantes.

GTC valid as of 01.07.2015