Preamble
These terms and conditions are applicable, unless explicitly stated otherwise and expressly agreed by SOTEB, to all contracts of sale for equipment, services and works.
Any order placed by the client automatically implies:
– that the client expressly accepts SOTEB’s terms and conditions of sale and offer.
– that the client expressly waives their own terms and conditions notwithstanding any contradicting clause.
1-Offers
Our offers are valid for a period of one month from the date of the offer.
2-Orders
All orders must conform in all respects to our offer.
If the order contains conditions that differ from our offer, the order will only be considered as accepted by SOTEB if SOTEB sends written confirmation explicitly specifying that SOTEB accepts these conditions.
Any delay in the settlement of a down payment will cause SOTEB’s services to be postponed.
3-Revision of Price
For work lasting more than 12 months and for multi-year maintenance contracts, prices will be revised at the end of each twelve-month period according to the following formula:
P = P0 (0.15 + 0.05 Fsd1 / Fsd10 + 0.80 ICHTrevTS/ICHTrevTS0)
P = Updated Price P0 = Initial Price
Fsd10 = latest Index published at the time of the offer. Replacement index of PSDA, Price of Products and Various Services A.
ICHTrevTS0 = latest Index published at the time of the offer: cost of labour and employment – Indices of hourly cost of revised labour – All Employees,
Fsd1 and ICHTrevTS = Latest value of the same indices published at the time of revision
4-Payment Conditions
30 days from the date of invoice without discount for early payment. Any payment taking place after the date on the invoice will lead to a late payment penalty equivalent to three times the legal interest rate in force, in addition to a lump sum recovery fee of €40.00.
In the event that a retention payment is required, it will be released upon supply of a bank guarantee and the amount of such will not exceed 5% of the amount of the base order.
5-Approval
The client is required to approve the works upon being informed of the work completion. Approval will take place in the presence of SOTEB and will be the subject of a written report. SOTEB cannot be held responsible for detectable or visible defects not mentioned in this written report. In the event of defects being found during the approval process, when SOTEB committed to rectifying them, the client cannot refuse to carry out approval. If the approval process is delayed, unless caused by SOTEB, approval is considered to be tacitly declared without any reservations, one week after notification of work completion.
6-Guarantee
Materials and equipments supplied by SOTEB are guaranteed against any construction defect and incorrect assembly for a period of 12 months from the date of delivery.
During the guarantee period, SOTEB’s obligations are limited to providing or repairing at its own expense any component showing a defect for which SOTEB’s liability has been duly established by the client.
The cost and fees related to SOTEB‘s interventions on site under the guarantee are borne by the client.
The guarantee does not apply if the defect is primarily due to normal wear and tear or from causes attributable to the client or operator (neglect, lack of maintenance or monitoring, abnormal or defective use, etc.) or in the event of force majeure, acts of God or damage caused by third parties.
7-Liability
SOTEB’s obligations are deemed to be best-efforts obligations excluding any obligation to achieve a particular result or performance unless expressly agreed.
The liability of SOTEB is strictly limited to the obligations expressly stated in our offer.
SOTEB shall under no circumstances be required to indemnify immaterial damages.
For all other types of damage, SOTEB cannot be held liable for damages exceeding 50% of net amount of the base order under which were performed any services and/or supplies that resulted in the claim or caused harm. In case of a maintenance contract, the amount of damages is limited during each calendar year to 50% of the annual fees received during the previous calendar year by SOTEB under the maintenance contract.
The client warrants that its insurers shall not bring any claims against SOTEB or its insurers, in accordance with the limitations set out above.
If the execution of a contractual obligation on the part of SOTEB is prevented, hindered, restricted, delayed or made excessively onerous by force majeure as defined below, SOTEB will be totally exempt from any responsibility for the execution of this contractual obligation and the time available to SOTEB to execute this shall be extended accordingly.
All circumstances beyond the control of SOTEB are explicitly considered as force majeure events. In particular, wars, riots, total or partial strikes, within or external to the company, lockouts, bad weather, epidemics, blockage of transport or supply for any reason whatsoever, earthquakes, fires, storms, floods, governmental or legal restrictions, delays in the execution of works or services of any stakeholder on-site that are necessary in advance for SOTEB work or benefits to be executed.
8-Retention of title
Goods sold remain the full and whole property of SOTEB up to the perfect payment of fees and taxes included.
For the purposes of this agreement, submitting bills of exchange or any other title creating an obligation to pay will not be considered as payment.
Failure to pay any of the monies owed may result in the goods being repossessed.
The retention of title clause does not prevent the transfer of risks as stated in these terms and conditions.
9-Transfer of risk
The agreed delivery terms are construed in accordance with INCOTERMS in force on the date of conclusion of the contract.
If no special delivery terms are agreed, delivery shall be “Ex Works” (EXW).
If, in the case of an “Ex Works” delivery, and at the request of the Buyer, SOTEB shall ship the product to its destination, the transfer of risk having effect no later than when the Product is given to the first carrier.
10-Ownership, confidentiality, secret
Studies, software, programmes delivered to the client remain the whole property of SOTEB and should be considered as strictly secret.
The client may not use them unless in relation to the order, or communicate them in any form whatsoever, for any reason whatsoever, either knowingly or unknowingly, to third parties and shall take all necessary measures to that end.
In case of non-conclusion of the contract, any studies and documents submitted in support of the offer must be returned to SOTEB within a maximum period of 15 days from the expiration of the offer.
11-Non-solicitation of employees
The client shall not, unless with prior written agreement from SOTEB, directly or indirectly make offers of appointment to a SOTEB employee or take a SOTEB employee into service in any capacity whatsoever. This waiver comes into force on the date of SOTEB receiving an order and remains applicable for 3 years following the completion of SOTEB’s work or services.
12-Jurisdiction
The contract is subject to French Law. In case of litigation, the courts of SOTEB’s registered office shall have exclusive jurisdiction for any dispute, whether for principal pleas, third party notices or compulsory joinders of third parties, interim proceedings in order to take urgent measures, even if there is more than one defendant.
