When an order is placed with our Company, it is implied that our sales conditions are accepted and that the Seller gives up the application of its own purchase conditions.
Any Purchase Order shall be in writing. Our quotation is open for acceptance within sixty days from the date of the quotation unless otherwise stated.
All intellectual property rights, inventions entrusted by OMMIC or made specifically to carry out the Buyer’s order, are and remain the Seller’s property, even if the Buyer beards the costs. Our documents may not be copied, reproduced, transmitted, communicated or used to third parties without our prior and written consent.
Our delivery time are without engagement. Our delivery time start from the date of acknowledgement of the order In case of the delivery date cannot be respected, the Buyer is not allowed to cancel the Purchase Order, nor to request indemnity.
The risks regarding damages to or loss of our Products and liability for any damages caused by our Products are transferred to the Buyer from the moment the Products are placed at the disposal of the Buyer in our premises or at delivery to the carrier.
On receipt and in due time, the Buyer shall express any necessary reservation about the Products and bring any judicial action against the carrier. The Buyer shall control the compliance of the delivered products with the order at the date of the delivery. Ten days after delivery, the Products are considered accepted by the Buyer and no completion may be done.
The Buyer shall notify any complaints about the compliance of the delivered products in writing within thirty days after receipt of the products. Thirty days after delivery, the products are considered accepted by the Buyer and no completion may be done. If the Buyer considers that the delivered products do not comply, we shall accept the return only if: the non compliance delivered products considered are returned in their original packing and in good repair; the Buyer explains the reason(s) why the delivered products do not comply with the order ; the returned products must be free of any modifications and damages whatever the cause of the deterioration.
In case of the Product is accepted by the Seller, at our election, the Product shall be either replaced or the Buyer shall obtain a credit. The provisions hereunder are not applicable to Products which have complied with our quality requirements or which have been submitted to quality control (CCQ – CECC).
Any certificate required by the Buyer shall be established according to the model registered by our Union.
Unless otherwise stipulated, our prices are in Euros, exclusive of taxes. Our prices are exclusive of packaging, ex works and without technical receipt. Unless otherwise stated, our prices are those that are stated in the order.
Payments must be actually received at the location specified on the invoices by the due date. Unless otherwise agreed, 30% of the payments are due within the order; the balance shall be paid within thirty days of the invoice date. No credit shall be done.
In the event of delayed payments, all sums due shall be, by law, immediately payable and shall bear interest at two times French legal interest rate in force on the maturity date of the debt, plus taxes if any. In default of payment, the sale of all or part of the equipment for which complete payment has not been made may be cancelled by law.
Furthermore, the ownership of equipment sold shall not be transferred to the customer until after complete payment of the purchase price, even if the maturity date is postponed.
The delivered products are covered by our warranty in case of they do not comply with our specifications or eventually with the specifications indicated by the Buyer and accepted by the Seller. The warranty period is 12 months from the date of delivery. In case of an agreed warranty, at our election, the Product shall be either replaced or the Buyer shall obtain a credit. Any indemnity shall not be asked in any case. This warranty is not applicable if the Buyer has not used our products in normal conditions or if he has not complied with our recommendations for the use, mounting or storage of the product. It is the Buyers responsibility to perform the prior due test(s) before using the products.
All liability for all direct or indirect damages to any goods or person caused by our products is excluded.
The Buyer shall respect all export regulation enacted by the French or foreign law.
OMMIC shall, at its own expense, defend any suit brought against Buyer insofar as such suit is based on a claim that any product delivered by OMMIC hereunder and not modified in any way by Buyer, alone and not in combination with any other product directly infringes any intellectual property right of a third party, and shall indemnify Buyer against any final award of damages and costs in such suit, provided, however, Buyer gives OMMIC prompt written notice of any claim or suit for infringement, full authority, at its option, to settle or to conduct the defence thereof and full assistance and co-operation in said defence. OMMIC shall not reimburse costs or expenses made without its prior written consent.
In the event that products delivered by OMMIC under the agreement are in such suit held to constitute infringement and their use is enjoined, OMMIC shall, at its election and own expense, procure for Buyer the right to continue the use, replace the infringing products by non-infringing products, or authorise the return of such product and credit Buyer for the purchase price thereof less any depreciation.
OMMIC assumes no liability for infringement or defence of any intellectual property rights of any third party and Buyer shall indemnify, defend and hold OMMIC harmless thereof, if the claims would not have arisen but for its compliance with Buyer’s specifications. The sale of the products hereunder shall in no way be construed as conveying any license by implication, or otherwise, except the implied license to use and resell the products under any of OMMIC’s intellectual property rights.
Each Party agrees to retain any and all proprietary information received from the other Party in confidence, not to use or disclose such proprietary information other than for the purpose of this order.
A failure in the performance of the order cannot be imputed to Seller in case of “Force Majeure”. The expression “Force Majeure” shall mean and include circumstances or occurrences beyond one’s party reasonable control – whether or not foreseeable at the time of the acknowledgement or confirmation of the purchase order – in consequence of which one party cannot reasonably be required to execute its obligation under the agreement. Such circumstances or occurrences include but are not restricted to: fires, floods, labour disputes, non-availability of any suppliers or subcontractors and inability or imperceptibility to secure transportation, facilities, fuel, energy, labour, materials.
In the event of any dispute, the Commercial Court of Paris shall have jurisdiction, the French law being applicable.