1 – General Provisions
These General Terms and Conditions of Sale (“GTC”) exclusively govern the commercial relations between CHAPEL and its professional clients, to the exclusion of any private
buyers. Pursuant to Article L.441-1 of the French Commercial Code, these General Terms and Conditions of Sale constitute the sole basis of commercial negotiation and
prevail over any purchase conditions of the Client, unless expressly and in writing agreed otherwise by CHAPEL. They are available on CHAPEL’s website…
Any order placed implies the Client’s express and unconditional acceptance of these GTC, which must be signed or electronically validated by the Client.
CHAPEL undertakes to comply with the principles of its Commercial Code (ethical charter, code of good practices, code of conduct), available on its website, section.
The Client owes CHAPEL a general duty of information. They shall communicate to CHAPEL any information likely to be useful for the proper execution of their relationship
and guarantee its accuracy and truthfulness.
Both Parties agree to comply with French law and the law of the European Union. The Client acknowledges that they will use the products in compliance with applicable laws
and regulations.
CHAPEL reserves the right to transfer to a third party the rights and obligations resulting from this contract.
2 – Orders and Offers
2.1. Offers
Offers and the documents attached thereto, such as representations, sketches, and dimensions, are valid for 30 days from issuance, unless otherwise specified. Any price
communication provided to the Client for informational purposes while awaiting final technical and commercial details is only indicative and not binding upon CHAPEL. Any
modification of the initial specifications will result in a revision of prices and deadlines.
2.2. Orders
Orders must necessarily be placed on order forms provided and accepted by CHAPEL, in which the Parties agree on the product and quantities to be delivered, and which
specify all the technical details agreed upon. Orders are received at CHAPEL’s registered office or in its establishments.
An order shall only be considered accepted upon issuance of a confirmation by CHAPEL within [5] days. The Client must verify the terms of the order confirmation; failing any
objection within five (5) days, it shall be deemed accepted. Where a deposit is stipulated in the offer, CHAPEL will send an acknowledgment of order receipt with a deposit
invoice, and the contract shall be deemed formed on the date of collection of said deposit.
Any deposit received by CHAPEL, whether at the time of order or subsequently, is irrevocably acquired by CHAPEL, including in the event of product claims, cancellation of
the sale, or termination of the contract, as compensation, except in cases of default attributable to CHAPEL.
2.3. Modification or Cancellation of Orders
No order modification shall be accepted unless expressly agreed by CHAPEL, provided the request is received and approved within five (5) working days from acceptance of
the order.
If, during performance, modifications requested by the Client and accepted by CHAPEL concern the quantity or characteristics of the product, the prices and deadlines may be
revised. In such cases, any ancillary costs already incurred will result in an additional charge payable by the Client.
The information provided in catalogues, notices, and price lists is for guidance only. CHAPEL reserves the right to modify them at any time without notice, due to technical
developments or economic conditions.
No cancellation will be accepted for products manufactured specifically for a Client.
For any cancellation of an order by the Client, the sums paid as a deposit will remain acquired by CHAPEL as compensation, and additional charges may be invoiced if
production has already commenced (such costs may include design studies, raw material orders, labour costs, etc., without limitation).
CHAPEL may cancel works on confirmed orders if it is no longer able to manufacture or deliver the products for reasons beyond its control. In such cases, the Client shall be
entitled to reimbursement of amounts paid (deposit) for undelivered products. Labour costs will always be invoiced. After reimbursement, ownership of products manufactured
or purchased by CHAPEL before the cancellation date remains vested in CHAPEL, which may dispose of them freely.
3 – Prices and Payment
Prices are quoted exclusive of taxes, ex-works from CHAPEL’s factories or warehouses. Delivery from our factories (or warehouses) constitutes the billing event. Unless
otherwise negotiated, prices correspond to the public tariffs available on CHAPEL’s website at the time of the order. Given general price and market trends affecting production
costs, CHAPEL reserves the right to amend its tariffs at any time, without entitling the Client to compensation.
If delivery is delayed or postponed due to the Client, an availability invoice may be issued, payable under the same conditions as if the products had been shipped at the
scheduled date, without prejudice to storage charges. As quotations are established at daily rates, CHAPEL reserves the right, without prior notice, to amend its prices to reflect
new tariff scales adopted before delivery, in compliance with legal rules, except for orders whose delivery is carried out within 30 days after order confirmation.
A deposit of 20% of the total VAT-inclusive order amount is due upon order placement. The balance is payable upon receipt, unless otherwise agreed.
It is expressly agreed that failure to pay any invoice by its due date, eight (8) days after a formal notice sent by registered mail, shall automatically entail :
- Immediate enforceability of all other invoices, even those involving bills of exchange, drafts, LCRs, or BORs,
- Enforceability of late payment penalties in the form of interest calculated pro rata temporis, from the contractual due date stated on the invoice, at a rate equal to three times
the legal interest rate applied to all outstanding sums, - Enforceability of a penalty clause in the form of a lump-sum indemnity equal to 15% of all outstanding sums under this contract, with a minimum of €150,
- The right for CHAPEL to suspend or cancel, without compensation, the performance of ongoing contracts, orders, or agreements.
No discount will be granted for early payment. Payment shall be deemed effective only upon actual collection of amounts owed to CHAPEL.
4 – Delivery
4.1. Lead Times
Indicative delivery times are provided for guidance only and are not binding, unless expressly agreed otherwise in writing between the Parties. They are specified in the order
confirmation or, at the latest, upon CHAPEL’s receipt of the final elements likely to affect such timelines. Subject to the Client’s compliance with its own obligations, CHAPEL
shall use its best efforts to respect the agreed deadlines and, where possible, inform the Client of any material change thereto. CHAPEL shall never be hel…
4.2. Delay
No late delivery penalties shall be due unless expressly agreed in writing by the Parties. In any event, no penalties shall be claimed in cases of force majeure or serious
events affecting market conditions or substantially altering the circumstances forming the basis of the contract, making CHAPEL unable to deliver within the agreed
timeframes, in particular :
- Sudden and widespread shortages in the economy affecting a sector or large economic area, with no viable alternative due to exclusive sales positions;
- National or bilateral political events affecting a sector;
- International sanctions (e.g. Russia, Iran);
- General supply shortages affecting an industry (e.g. semiconductor crisis).
Delays cannot justify cancellation of the order nor give rise to penalties or damages of any kind.
CHAPEL shall be entitled to suspend performance of the order in the following cases :
- Client’s failure to comply with payment terms,
- Client’s failure to provide necessary information in due time,
- Force majeure or any unforeseeable event not attributable to CHAPEL,
- Failure by the Client to complete preparatory work within the agreed time,
- Any change regarding the quantity or nature of the works.
5 – Reception
If no specifications are proposed by the Client in its order and accepted by CHAPEL, the Client may only demand standard commercial quality with customary tolerances in
dimensions and weights.
In case of missing or damaged products upon delivery, the Client must file claims against the carrier in accordance with legal procedures and deadlines.
All complaints regarding product quality must be made in writing within eight (8) days following delivery. Failing such timely complaint, delivery shall be deemed acceptance of
the products and waiver of any apparent defects.
Where products are non-conforming with the order specifications, they may be returned to CHAPEL provided that :
- The Client specifies precise reasons for the return,
- The return is made in the original complete packaging, in perfect condition, at the Client’s expense,
- The product has not suffered any deterioration (including during storage, inspection, assembly, or disassembly),
- The product has not been altered or transformed after delivery.
6 – Retention of Title and Transfer of Risk
CHAPEL retains ownership of all delivered products until full payment of all sums due, including principal and incidental amounts. The Client acts as custodian of CHAPEL’s
property and must insure, preserve, and maintain it so that, in the event of a claim due to total or partial non-payment, it may be returned at the Client’s expense and risk in its
original condition. The Client shall ensure that the products remain identifiable. Products held in the Cl…
Without CHAPEL’s prior written consent, it is strictly forbidden for the Client to resell any product that has not been fully paid. Absent such consent, the Client is also prohibited
from transforming or incorporating the product into another item or assembly.
In all cases, the Client undertakes to inform its own customer of the existence of this retention of title clause. In the event of a claim, CHAPEL shall be entitled to retain amounts
already received, offset against damages owed, with such damages being at least equal to the sums withheld.
Risk transfers upon delivery of the products by CHAPEL to the Client’s premises.
7 – Warranty
The products supplied by CHAPEL are warranted against any material or operational defects resulting from a design and/or manufacturing fault for a period of six (6) months
after delivery, subject to the Client providing evidence of such defects or faults.
The warranty covers the free replacement of equipment or parts affected by a design fault or manufacturing defect, excluding apparent defects covered by the Client’s
acceptance of the product.
To claim warranty, the Client must notify CHAPEL in writing within eight (8) days of the discovery of the alleged defect. The Client must provide CHAPEL with all necessary
access and facilities to verify such defects and to remedy them.
Defective parts must be returned CARRIAGE PAID to CHAPEL, accompanied by a copy of the invoice and the delivery note.
The warranty is limited to replacement of defective parts acknowledged as such by CHAPEL’s technical service. CHAPEL shall not, under any circumstances, contribute to
labour costs related to disassembly or reassembly, nor to expenses and consequences of equipment downtime, nor to loss of fluids (such as oil) resulting from a breakdown.
The warranty does not apply to replacements or repairs resulting from normal wear and tear, deterioration, or accidents due to negligence, lack of supervision or maintenance,
or improper use of the equipment sold.
Replacement or repair of parts under warranty does not extend the warranty period. In no case shall equipment downtime entitle the Client to compensation.
CHAPEL is released from all warranty obligations if modifications are made to the delivered equipment without its prior written consent, or if non-original parts are substituted
without its knowledge.
In the event of unforeseeable damage caused by a CHAPEL product, it is expressly agreed that CHAPEL’s liability shall in no case exceed reimbursement of the purchase
price of the destroyed equipment.
Under no circumstances shall CHAPEL be held liable for indirect or consequential damages.
CHAPEL disclaims all liability, and the Client waives any recourse, if an accident or direct/indirect damage is caused to the Client as a result of malfunction or misuse of the
product.
8 – Returns
All returns must be expressly approved by CHAPEL’s sales department.
A copy of the delivery note and the invoice must be included with the returned package.
Returns shall only be accepted for new parts that have not been installed, repaired, or modified by the user, the Client, or any third party.
In all cases, the price of returned parts shall be subject to a 20% reduction.
The amount of a credit note for a return shall only be deducted from a subsequent invoice.
In case of disputes, the courts of CHAPEL’s registered office shall have sole jurisdiction. Drafts and accepted payments do not constitute novation or derogation from jurisdiction
clauses.
Packaging and transport costs, both outbound and return, shall be borne by the Client.
9 – Liability
For all causes and damages combined, CHAPEL’s liability is limited to the amount of the order. Liability is strictly excluded for immaterial and/or indirect damages, including
but not limited to production loss, loss of profit, loss of opportunity, reputational harm, etc., arising from product purchase or delayed delivery in the event of a critical deadline.
CHAPEL’s liability shall in no case be engaged in the event of delays relating to indicative deadlines.
These limitations of liability shall not apply in cases of gross negligence or wilful misconduct by CHAPEL.
CHAPEL shall not be held liable for damage caused by its products to other goods used by the Client, nor for damage attributable to the Client or to a third party.
The Client undertakes, under its sole responsibility, to comply with the “product instructions” regarding storage, handling, assembly, installation, maintenance, and use of the
products as communicated by CHAPEL. CHAPEL shall not be held liable for any damage resulting from failure to comply with such instructions.
10 – Confidentiality – Documentation
The Parties undertake, throughout the duration of their relationship and without limitation of time after its termination, for any reason whatsoever, to observe strict confidentiality.
They shall refrain from disclosing, directly or indirectly, any commercial, technical, financial, knowledge, or know-how information concerning their co-contractor and its
operations, to which they may have had access in the performance of this contract. This obligation does not app…
The Parties agree that all confidential documentation exchanged shall be destroyed at the end of the contract.
All rights relating to documentation provided to the Client remain the exclusive property of CHAPEL. Any reproduction or disclosure to third parties of all or part of this
documentation is strictly prohibited without CHAPEL’s prior written consent.
11 – Intellectual Property
All information and associated intellectual property rights remain the sole and entire property of CHAPEL. The sale of products by CHAPEL does not transfer to the Client any
ownership rights over manufacturing studies, drawings, plans, technical documents, or tooling related to such products. The Client is only granted a right of use included in the
sales price.
In no event may the Client dispose of such documents or items without CHAPEL’s prior written agreement, which always excludes any right of disclosure. The Client is
prohibited from reproducing or exploiting the products without prior written authorization.
Unless otherwise expressly agreed in writing, all intellectual property rights obtained under this relationship remain the property of CHAPEL.
The Client may not use CHAPEL’s logo or name without prior written authorization. CHAPEL reserves the right to stop or seek compensation for any unfair use, acts of
commercial parasitism, or actions detrimental to its image.
12 – Hardship (Imprévision)
Pursuant to Article 1195 of the French Civil Code: “If a change of circumstances unforeseeable at the time of the order renders performance of the contract excessively onerous
for one Party who had not agreed to bear such risk, that Party may request renegotiation of the contract from the other Party.”
During renegotiation, obligations shall continue to be performed. Such request must be made by registered letter with acknowledgment of receipt and must specify the supporting
grounds.
The Parties undertake to renegotiate in good faith and within a reasonable business timeframe. In case of refusal or failure of renegotiation, either Party may terminate the
order under the conditions of Article 16.
If renegotiation succeeds, only the revised contractual conditions shall be modified, without novation of the initial agreement. An amendment shall formalize the revised
execution terms.
Events not considered hardship within the meaning of this clause include any arising from the Client’s fault or negligence, in particular :
- Underestimation of needs, imprecision, or inaccuracy of the specifications,
- Breach of Client obligations under the order,
- Amendments to legal rules applicable to the Client’s activity or new regulations affecting such activity.
13 – Force Majeure
The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure
within the meaning of Article 1218 of the French Civil Code.
By express agreement, and without limitation to exceptional health or climatic events beyond the Parties’ control, the following are deemed cases of force majeure :
- Strikes of any kind affecting the Supplier or its own suppliers,
- Fire, flood, or lightning strike affecting the Supplier or its own suppliers,
- Terrorist acts, attacks, war, riots, or civil unrest affecting the Supplier or its own suppliers,
- Interruption or reduction of energy or raw material supplies.
The Party affected by the event shall immediately inform the other Party of its inability to perform and provide justification. Suspension of obligations shall not give rise to liability
for non-performance, damages, or penalties.
Performance of obligations is suspended for the duration of the force majeure event if temporary and not exceeding 30 days. As soon as the cause disappears, the Parties
shall make every effort to resume contractual performance as quickly as possible.
The affected Party shall notify the other by registered letter with acknowledgment of receipt or judicial act of the resumption of its obligations. If the impediment is permanent
or exceeds 60 days, the agreement may be terminated by registered letter with acknowledgment of receipt.
14 – Personal Data
The collection and use of the Client’s personal data (name, address, business telephone number, function) are necessary for the processing and management of the order.
Such personal data are processed and stored in secure and monitored environments in accordance with applicable personal data protection law (GDPR).
The Client has the right to access, rectify, and delete their personal information by contacting CHAPEL’s registered office by mail or email at the following address:
[info@CHAPEL.com].
In the event of a complaint, the Client may contact the Commission Nationale de l’Informatique et des Libertés (CNIL).
For the purposes of the Contract, CHAPEL may be required to communicate personal data relating to its employees. The Client undertakes to comply with GDPR, to implement
the necessary measures to ensure the security of such personal data, and to use them exclusively for performance of the Contract.
15 – Jurisdiction
This contract is governed by French law. Any disputes relating to its existence, execution, or interpretation shall fall under the exclusive jurisdiction of the Courts of Grenoble,
France, even in the event of third-party claims or multiple defendants.
Bills of exchange and accepted payments shall not constitute novation or waiver of this jurisdiction clause.
16 – General Terms of Use
The manufacturer is required to inform its customer of the applicable safety procedures when selling a product incorporating one of our manufactured products. Failure to
comply with this obligation shall render the manufacturer fully liable.