General terms of sale and delivery

These general terms of business codify standard industry practice for standard parts, components and sub-sets in the areas represented by ARTEMA: bearings, linear guides, hydraulic or oleo-hydraulic, pneumatic and mechanical transmission and mechatronics components. They govern the relationship between Chromex and the Customer. They have been filed with the Practice Office (Bureau des Usages) of the Registry of the Paris Commercial Court on 13 February 2023 under N°D2023016639.

General provisions

These general terms may be governed by sales law when they apply to the supply of standard equipment or equipment whose characteristics have been determined in advance by Chromex and by the law of job contracts when they apply to the manufacturing of equipment in line with terms of reference or the provision of a service. 

Pursuant to Article L441-1 of the French Commercial Code (Code de Commerce), the Chromex’s general terms constitute “the basis of the commercial negotiation”. Chromex cannot waive them in advance. The publication of Chromex’s general terms on Chromex’s website constitutes, based on standard practice, the usual manner in which general industry terms are provided. Any exception to any one of these general terms must be expressly accepted by Chromex in writing. Such an exception only applies for the contract or order for which it was accepted. 

If Chromex fails to require performance at any given time of any one of the clauses of the general terms, this shall not be construed as a waiver of its right to require performance at a later date. If any one of the clauses of these general terms is invalid, this shall not affect the validity of the other clauses. For the purposes hereof, “in writing” means any paper document and any written document sent electronically or by fax.

Technical description of the equipment

Projects, studies, documents

Intellectual property

The projects, studies, sketches, plans, quotes, photographs, illustrations, printouts and documents of any kind handed over or sent by Chromex shall remain the exclusive property of Chromex at all times. The Customer acknowledges Chromex’s industrial and intellectual property in all of Chromex’s documents and equipment. They must be returned to Chromex immediately on request. They may not be disclosed or produced without its prior written permission. Any reproduction or display of all or part of one or more of the said elements, using any process whatsoever, without Chromex’s written permission, shall constitute a breach of contract and may also constitute an act of infringement or unfair competition. Any transfer or assignment of intellectual property rights must be recorded in a separate contract entered into between Chromex and the Customer.

If studies are conducted at the Customer’s request or on the basis of documents supplied by the Customer, and the Customer fails to place an order for equipment thereafter, the costs incurred for the said studies shall be invoiced to the Customer and the documents must be returned.

 
Chromex’s brands and name are protected by law. Any person using Chromex’s brands or name on any medium whatsoever without Chromex’s prior written consent may be prosecuted by Chromex.

Tooling

Studies, formulations, projects, prototypes, samples and related documents, produced by Chromex and given to the Client, remain the property of Chromex. They may not be used, reproduced or communicated to third parties without written authorization from Chromex. They may not be the subject of a patent or model registration, to the exclusion of Chromex. 

A contribution to the tooling costs will be invoiced to the customer, the costs of design and development remaining the responsibility of Chromex. Tooling may not be used without the express authorisation of the Client for the benefit of another company. 

Unless there is a duly recorded failure to do so, the Customer shall refrain from reclaiming the tools for a period of five years. If this is not the case, the Customer undertakes to pay, by way of compensation, an indemnity for design and development costs. This compensation is based on the cost of the tooling ?and is set at 50% of its value. This compensation is payable if the execution of the tooling is not followed by the planned order within a period of six months. In addition, in the event of special manufacture requiring the acquisition of specific equipment, additional compensation will be payable, representing
the acquisition price of this equipment and proportional to the time remaining until the expiry of the twoyear period.

The tools remain in Chromex's workshops, where they are maintained to the minimum wear and tear. Modification or restoration costs remain the Client's responsibility. 

Payment for tooling: except under special conditions, 100% upon delivery of the first parts and no later than two months after delivery. 

If no order for a tool is recorded for a period of five years, Chromex reserves the right to dispose of this tool without justification and, if necessary, to destroy it. Similarly, in the event of renewal of a tool at the end of its life, Chromex reserves the right to dispose of this tool without justification and, if necessary, to destroy it.

Confidentiality

The parties mutually agree to comply with a general confidentiality obligation covering the information (documents in any form whatsoever: discussion papers, plans, electronic data interchanges) shared in connection with the preparation or performance of the contract. 

As a general rule, the Customer acknowledges that any and all confidential information whatsoever relating to Chromex has been disclosed to it solely for the purposes of the contract and solely so that it may make its decision. However, the confidentiality obligation does not cover information that was already in the public domain when the contract was concluded and information already known to the Customer on a legal basis.

Studies - Customer as the assembler or designer

Customer as the assembler or designer. Assembler Customers shall always conduct set-up, compatibility and assembly studies. The Customer or the project manager is responsible for the operating characteristics of a set. Chromex undertakes to provide it with the information in its possession required for the studies. 

The Customer is responsible for ensuring compliance with the rules in force, in particular the noise, health and safety rules, even if special equipment is provided at the assembler’s request (whether or ,not accompanied by documents). 

In all cases, Chromex only warrants that the equipment conforms to the specifications agreed in the order acceptance or in an express letter of acceptance. 

However, Chromex may, at the Customer’s express request, agree to be responsible for certain set-up, compatibility or assembly studies. The said services shall be invoiced to the Customer and Chromex shall only be liable therefor if its failure to comply with best industry practice constitutes a form of gross negligence. 

Likewise, any study accepted and conducted at the Customer’s request for the production of special equipment shall be invoiced to the Customer.

Service life - Output

Any service life information given may only be treated as theoretical calculations of the service life of the supplies. They may not be construed as a legal commitment by Chromex incurring its liability or under a warranty. 

Any output information given must be treated as the result of calculations and not as a performancelevel quantified and validated by tests. Accordingly, the said information is provided for information purposes only and expressed in relative terms only. The output is approximate and calculated on the basis of the theoretical properties of the equipment and its components and may not be used as a basis for compensation or non-performance penalties or to refuse to accept the equipment.

Content and scope of the supplies - Modifications

General scope of the supplies

The proposed supplies must conform in all respects to the equipment specified in the proposal (catalogue or quote). The contract is strictly limited to the supplies expressly stated in the proposal. 

The Customer shall pay for all packaging in all cases and it will not be taken back by Chromex, unless otherwise agreed. If no other arrangements are made, Chromex shall prepare the packaging in the Customer’s best interests.

Modifications

The documents, plans and diagrams of the equipment provided to the Customer, in particular those appended to proposals, are supplied for information purposes only. Chromex may modify the equipment provided that it meets the expressed needs, as stated in the order. The (assembly) plans and diagrams, if any, enclosed with any documents or proposals are merely rough outline solutions and Chromex may not be held liable therefor.

Payment

Payment terms

Invoices must be paid within thirty (30) days of the invoice date, with no discount. 

Pursuant to the Article L441-10 of the French Commercial Code (Code de Commerce), the time agreed may not exceed forty-five (45) days end of month or sixty (60) days as of the invoice date. The implementation of the said Act shall not prevent the application of any shorter times for payment agreed. 

Payment shall be made at Chromex’s registered office, and unless otherwise agreed, the net amount should be paid, with no discount. Chromex reserves the right to assign its accounts receivable to a third party. 

If a draft is provided, the original debt shall survive with all the relevant guarantees, including the retention of title right, until the said draft has actually been paid.

Penalties

Contractual penalties

Pursuant to Article L441-10 of the French Commercial Code, in the event of late payment or a failure to accept and return a bill within fifteen (15) days of the date on which it is sent ,to the Customer, Chromex may, at its own discretion:

• charge late payment interest at the European Central Bank’s most recently published refinancing rate plus ten (10) percentage points. It is noted that the said rate may not fall below an amount equal to three (3) times the statutory interest rate,
• terminate the contract, require the Customer to immediately pay the balance of the price and all invoices on account, for any supplies, and refuse to accept new orders.

Debt collection fee

Pursuant to the Article L441-10 of the French Commercial Code, in the event of late payment, a fixed debt collection fee of forty (40) euros shall become due and payable, by operation of law and on top of the late payment interest, as of the first day following the due date stated on the invoice. The amount of the fee is determined in Article D441-5 of the French Commercial Code. 

Pursuant to the above-mentioned Article L441-10, if the debt collection costs incurred exceed the amount of the said fixed fee, Chromex is also entitled to demand additional compensation on production of proof.

Debit notes

The Customer expressly agrees not to automatically debit from Chromex’s account or automatically invoice Chromex for any sums that have not been expressly acknowledged by Chromex as payable by it. Any sum automatically debited shall constitute an outstanding amount and the foregoing provisions on late payment shall apply to the said amount and the Customer may be liable under the provisions of Article L442-1° of the French Commercial Code.

Changes to the Customer’s position

In the event that the Customer’s credit rating deteriorates, as recorded by a financial institution and evidenced by a significantly late payment or if the Customer’s financial position is materially different from the data provided, the goods will only be delivered against immediate payment in full. 

In the event that the Customer sells, transfers, pledges or makes a capital contribution of its business or a significant part of its assets or its equipment, as in the case of non-compliance with payment deadlines, Chromex reserves the following rights, with no requirement to give formal notice:

• to implement an event of default, and accordingly to require the immediate payment in full ofany outstanding sums on any basis whatsoever,
• to suspend any ongoing production, delivery or service,
• to notify the rescission of all contracts in force and to withhold all down payments received andequipment in its possession until the compensation payable has been fixed, if any.

Retention of title

Title to the supplied equipment shall not pass to the Customer until it has actually paid the price in full, covering both the principal amount and any incidental charges.

If the Customer fails to pay any instalment on time, Chromex may reclaim possession of the equipment. 

Nevertheless, the risk of loss of or damage to the equipment shall pass to the Customer upon delivery along with liability for any damage that may be caused by the equipment. 

Unless otherwise expressly agreed, if Chromex asks the Customer to contribute to the cost of producing tools, title to the said tools shall not pass to the Customer as a result thereof.

Taking back goods

Chromex may not, under any circumstances, be required to take back the equipment. If Chromex does agree to take back equipment, it will be taken back as a commercial gesture, for standard equipment, and not for specific equipment produced on request or on the basis of terms of reference. Goods will only be taken back with Chromex’s prior written consent and the goods must be unused and in their original packaging. Goods may only be taken back within fifteen (15) days of the date of delivery. The goods must be returned carriage and packaging paid and the delivery slip number must be provided. Chromex may decide to reduce the value of the goods refunded.

Warrantly and liability

Warranty and liability exclusions

The contractual warranty and Chromex’s liability are excluded in the following cases:

• for wearable parts,
• in the event that equipment other than original equipment, or materials supplied by anothersupplier, by the Customer or recommended by it are used;
• in the event that assistance, repairs or alterations are performed by the Customer or a third party without Chromex’s prior consent,
• if the equipment is not used in line with its intended use or is used in an abnormal or atypical manner or in a way that does not conform to the normal intended use of the equipment or the technical characteristics recommended by Chromex or in the event that the equipment is not stored properly owing to an act or omission of the Customer,
• in the event of negligence, a lack of surveillance, a lack of maintenance or poor assembly,
• if the Customer is not up to date with its payments, as the Customer is not authorised to suspend or postpone payments owing to a refusal to implement the warranty. 

Contractual warranty

Defects and equipment covered

Under the warranty, Chromex is required to correct any malfunction caused by a defect in the design, materials or production (including assembly if it is also responsible for it) within the limits of the provisions set out below. The warranty only covers original equipment bearing Chromex’s brand or marketed by Chromex.

Warranty period and effective date

nless otherwise agreed, the warranty only applies to defects that appear within six (6) months of the date of delivery. If the equipment is used by several teams, the said period is reduced to three (3) months.
Replacement and repaired parts are covered by the warranty on the same terms and conditions as apply for the original equipment and for a further identical period. However, in the event that a part or component of a set or a sub-set is changed, this shall not extend the warranty period for the set or sub-set, under any circumstances whatsoever.

Customer’s obligations

To make a claim under the warranty, the Customer must inform Chromex of the defects alleged in the equipment, in writing and within no more than forty-eight (48) hours of the  occurrence of the said defects, supply all available evidence of the existence of the said defects and give Chromex every opportunity to verify the existence of the said defects and correct them. 

The Customer must, at its own expense and under its own responsibility, check or have checked the
conformity of the products with the terms of the order.

Claims under the warranty

If a claim is made under the warranty, Chromex is solely required to replace the parts that it has acknowledged as defective or, at its election, to repair the said parts in its workshops.

Chromex reserves the right to modify the equipment in order to fulfil its obligations, where necessary. 

The Customer shall give Chromex every opportunity to verify the existence of the said defects and correct them. 

If Chromex considers that repairs need to be carried out on site, the terms and conditions governing the repairs under the warranty shall be agreed and, in all cases, the Customer shall bear the cost of the preliminary and research work or dismantling or reassembly work rendered necessary owing to the circumstances in which the said equipment is used or set up and the elements that were not included in the relevant supply. 

Where, after an assessment has been carried out or repairs have been performed in Chromex’s workshops or at the place where it is installed, it is established that Chromex was not liable and that the detected defect is not attributable to Chromex and cannot be claimed under the warranty, Chromex shall be entitled to demand payment of compensation for all costs incurred, including the cost of the response team, transport and the replacement or repair of the relevant parts. 

No compensation may be claimed, for any reason whatsoever, such as for the cost of the labour required for dismantling and reassembly, costs incurred due to equipment downtime or operating costs, transport, accommodation or travelling costs or for incidents that may occur.

Liability

Definition

Chromex’s liability is strictly limited to its compliance, or the compliance of its subcontractors, with the expressly agreed contractual specifications. Chromex shall produce the equipment or provide the service requested by the Customer in accordance with best industry practice.

Limits

Chromex’s civil liability, for all claims other than personal injury or gross negligence claims, is limited to the amount of the supplies received on the date of performance. 

Chromex is not required to compensate the harmful consequences of breaches or defaults by the Customer or third parties in relation to the performance of the contract or damage caused by the Customer’s use of technical documents, information or data issued by the Customer or imposed by the Customer. 

Chromex shall not, under any circumstances, be required to compensate direct and/or indirect nonmaterial damage such as operating losses, loss of profits, loss of chance, disruption to its business or loss of earnings etc.

Implementation

Chromex may only be held liable if the Customer has first established the existence of the damage, the existence of wrongful conduct by Chromex and the fact that the damage was caused by the said wrongful conduct. In the absence of a decision issued by a court of law having force of law, the said elements may only be established by a settlement, previously negotiated and agreed between the parties, in accordance with the statutory requirements.

Waiver of recourse

The Customer agrees to waive all rights of recourse against Chromex and Chromex’s insurers and to procure that its insurers and third parties in a contractual relationship with it also waive all such rights, beyond the limits and exclusions determined in these general terms.

Force Majeure

Neither party may be held liable for any delay or default in performing one of its obligations under the contract if the said delay or default was directly or indirectly caused by a force majeure event. For the purposes hereof, “force majeure” shall be interpreted more broadly than the meaning given to it by the
French courts, and shall include, for example:

• the occurrence of a natural disaster, 
• an earthquake, storm, fire or flooding etc.,
• armed conflict, war, terrorist attacks,
• industrial dispute or total or partial strike at the premises of Chromex or the Customer,
• industrial dispute or total or partial strike at the premises of Chromex, service providers, transporters, postal services or public services, etc.
• mandatory order issued by the authorities (import bans, embargo),
• epidemic or pandemic affecting Chromex or its own suppliers, sub-contractors or serviceproviders,
• operating accidents, broken machinery, explosion,
• Chromex default.

Each party shall notify the other party, as quickly as possible and by letter sent by registered post with acknowledgement of receipt, of the occurrence of a force majeure event of which it becomes aware and which it believes could affect the performance of the contract.

Disputes

The parties undertake to attempt to settle their disputes amicably before referring the matter to the relevant court. 

If an amicable settlement cannot be reached, any dispute relating to the formation, interpretation or performance of the contract shall be subject to the exclusive jurisdiction of the courts of the place of the Chromex’s registered office, even in the event of third party claims for indemnity or impleader or cases involving multiple defendants and regardless of the agreed places of payment or delivery. 

The contract and any subsequent ancillary matters shall be governed exclusively by French law. If the contract involves an international element, the Vienna Convention of 11 April 1980 on the international sale of goods shall also apply. 

Any document issued by the Customer in a language other than French shall not be treated as a binding document, unless Chromex expressly agrees to treat it as a binding document. In the event of conflicting interpretations between a French version and a foreign language version of a document, the French version shall prevail.