General Terms and Conditions of Sale

Version of 16/11/2023

I – These general terms and conditions of sale define the rights and obligations of S2E and of its customers and accordingly constitute the legal basis of the supply contracts for all provisions which have not been the subject of express specific agreements.
It is specified that the only general terms and conditions of sale which shall be deemed authentic, within the framework of all commercial relationships involving S2E, shall be those appearing on the S2E.fr website, on the date of the order.
They prevail over all contrary clauses formulated in any way by the customer, unless expressly agreed by us.

II – S2E’s offers, and any modifications that may be made to them during negotiations, will only be deemed binding if they are made in writing.
Their validity is limited to one month.
In the event that the order is placed by the customer, it will only be considered accepted after express confirmation by our company.
In all cases, it is the customer’s responsibility to draw up and send to S2E a set of specifications summarising technical expectations.

III – Any modification or addition to the initial contract requires a new offer from S2E, independent of the initial contract.
Any such modification must be agreed in writing.

IV – S2E’s work on the installation, commissioning and repair of the equipment supplied will be invoiced separately and implies the customer’s acceptance of the duration and location of the work, the hourly rate, the lump sums to cover the costs incurred during the work, where applicable, and the price of any parts replaced in accordance with the rate in force at the time of the work.
The same applies to any training provided to customers, at their request, in the use of the equipment supplied.
The customer always has the option of requesting an estimate beforehand, particularly in the event of a breakdown request.
S2E reserves the right to invoice the time spent preparing the quotation in the event that the quotation is not followed by an intervention.

V – It is the customer’s responsibility, on the one hand, to return the travel preparation form provided by S2E prior to testing and commissioning operations, and on the other hand, to make every effort in terms of resources (access to flows, layout diagrams, etc.) and safety (prevention plan, etc.) to ensure that these operations can be carried out under optimum conditions, as close as possible to normal use,
A technical acceptance report is drawn up immediately after commissioning.

VI – Equipment marketed, manufactured or supplied by S2E is always deemed to have been delivered to the previously agreed place of delivery, in accordance with the CIP incoterm, unless otherwise agreed in advance.
Consequently, the risks remain with the customer, from the moment the goods are made available in S2E’s warehouses, even though all sales are made under a reservation of title clause.

VII-All import customs clearance operations are at the expense, risk and peril of the customer, who is responsible for checking the condition of the equipment on arrival and making any necessary reservations.

VIII – The prices of equipment marketed, manufactured and supplied by S2E are quoted ex works, exclusive of VAT. Payment of invoices issued by S2E is made, without discount, according to the following schedule:
– 30% of the order amount, payment within 10 days of invoice issue,
– 30% upon technical acceptance by the customer of said equipment in S2E’s workshops, payment 60 days after issue of the corresponding invoice,
– 30% on technical acceptance in the customer’s workshop, payment 60 days after issue of the corresponding invoice,
– 10%, six months from technical acceptance in the customer’s workshops.
Technical acceptance organized by the customer must take place within 30 days of acceptance at S2E’s premises.
Failing this, technical acceptance will be deemed to have taken place and S2E will be entitled to issue the corresponding invoice. Failure by the customer to meet any of the above deadlines will automatically result in the forfeiture of all sums due to S2E, which will become immediately payable, without prejudice to the suspension of the customer’s right to use the computer programs of the PLCs, the ownership of which is retained by S2E.
In such a case, S2E reserves the right to consider the current sales and service contracts terminated by operation of law and to retain any advance payments already received.
Any sum not paid by the due date shall bear interest calculated on the basis of three times the legal interest rate; this penalty may not be less than the interest rate applied by the European Central Bank to its most recent refinancing operation, plus ten percentage points.
In addition to the late payment penalties referred to above, S2E will charge a recovery fee equal to the costs incurred by S2E in recovering its debt; this fee may not, in any event, be less than the regulatory minimum fee, i.e. 40 euros.
The customer may not invoke any cause whatsoever to defer or modify the terms of payment, in particular a dispute over the quality of the supplies or a delay in delivery.

IX – S2E retains full ownership of the goods covered by this contract, until full payment of the invoiced price, in accordance with the provisions of Law number 80-335 of May 12, 1980.
However, from the time the goods are made available, and as stated in Article 6 above, the customer assumes responsibility for any damage the goods may suffer or cause for any reason whatsoever.
Until the price has been paid in full, the goods may not be sold without S2E’s prior consent.

X – Delivery times are indicative and run from the date of receipt of the first 30% deposit payable with the order, and of all the elements required to manufacture the equipment in question, in particular digital files and test parts.
These parts, supplied free of charge, must be of the same quality as those required in the industrial phase. In view of the foregoing, no claim for damages of any kind whatsoever may be made against the company for any loss or damage whatsoever which the customer may suffer as a result of failure to meet deadlines, whether direct or indirect, material or immaterial.

XI – It is the customer’s responsibility to ensure that the equipment sold complies with the order and technical specifications.
The absence of any reservations about the quality or conformity of the equipment when the acceptance report is drawn up constitutes final acceptance of the equipment commissioned.
In any event, S2E’s liability is limited to the replacement of all or part of the non-conforming or qualitatively insufficient equipment, to the exclusion of any other compensation for damages.
This excludes any compensation in the form of damages, whatever the nature of the loss suffered by the customer, whether direct or indirect, material or immaterial.

XII – Except in cases of non-conformity or insufficient quality of the equipment delivered, S2E guarantees any construction defect that may affect said equipment for a period of twelve months from the date of receipt of said equipment at the customer’s premises.
The warranty thus granted only obliges S2E to repair or replace, in its workshops or at the installation site, any part found to be defective due to a hidden construction defect, to the exclusion of any malfunction resulting from lack of maintenance, improper use or natural wear and tear.
In addition, the warranty automatically ceases if the customer, on his own initiative, undertakes repair or modification work on the equipment delivered, does not scrupulously apply the recommendations set out in the maintenance and user manual supplied to him, or modifies the geographical location of the equipment without S2E’s prior agreement.
The conventional warranty granted by S2E, confirmed by the order, is limited to the repair or replacement of parts of the equipment affected by a hidden construction defect (parts, labour and travel expenses).
Consequently, S2E shall not be entitled to claim damages of any nature whatsoever for any prejudice whatsoever that the customer may suffer as a result of this defect or latent defect in construction, whether direct or indirect, material or immaterial, affecting both persons and property.
Please note that equipment manufactured by S2E may be certified by an independent body, at the customer’s request.

XIII – Any notification sent by either party to the other shall be deemed to have been duly made without the need to proceed by judicial or extra-judicial means.

XIV – The non-application by our company of any of the provisions of these general terms and conditions of sale shall not be deemed to constitute a waiver of the right to invoke the provision in question at a later date.

XV – The Commercial Court within whose jurisdiction S2E’s registered office is located has exclusive jurisdiction to hear any dispute concerning the performance of sales or service contracts, regardless of the conditions of sale or service and the accepted method of payment, even in the event of a warranty claim or multiple defendants.
Contracts are subject to French law.