These general terms and conditions of sale apply to all sales contracts concluded by the company MODEC with professional clients concerning the products manufactured and marketed by the company MODEC. They form the basis of commercial negotiation and are systematically sent or handed to each client to enable them to place an order.
Under no circumstances can commercial or technical documents be considered contractual.
Consequently, unless otherwise agreed, placing an order implies the client's full and unreserved acceptance of these general terms and conditions of sale, repair, and training, to the exclusion of all other documents, such as brochures, catalogs, and price lists issued by the company MODEC, which are only indicative and subject to revision at any time.
No special condition can, unless formally and in writing accepted by the company MODEC, prevail over the general conditions. Any contrary condition opposed by the client will, therefore, be unenforceable against the company MODEC, regardless of when it may have been brought to its attention. The fact that the company MODEC does not invoke any of these general conditions at a given time cannot be interpreted as a waiver of the right to invoke any of said conditions at a later date.
Commitments made by our representatives, agents, or other delegates are only valid subject to written confirmations duly signed by our company. Our general conditions apply both to supplies made in our name and on our behalf and to those made by ourselves and on our behalf or in the name and on behalf of third parties.
These General Terms and Conditions are intended to define the conditions under which MODEC markets the products it manufactures, such as pneumatic motors and portable rotary actuators and their accessories, hereinafter referred to as "Goods." This is a range of standard products, subject to accessory adaptation or specific request.
MODEC is obliged to provide prior information and has a duty to advise. Prior to the formation of the contract, the Parties exchanged information on the characteristics of the Goods sold and their functionalities. The client acknowledges having received from MODEC all the necessary information, such as the technical description of the Goods (characteristics, usage recommendations, maintenance, etc.) as well as these general terms and conditions, to evaluate the suitability of the Goods or services to their needs and to take all necessary precautions for their use, maintenance, and upkeep. MODEC ensures the conformity of the Goods to the client's expectations.
To do this, the client will send MODEC, electronically or by any other means, elements or a specification detailing and identifying their requests. MODEC will verify and analyze the client's needs and then send a quote accompanied by all the documentation describing the characteristics of the proposed Goods and their functionalities. It will then be up to the client to verify that the Goods or services meet their needs and expectations.
The client is required to participate in identifying their needs and is solely responsible for any errors or omissions in this regard, as they have been informed and advised. If the client's needs change, they must inform MODEC. In the absence of sufficient information provided by the client, MODEC cannot be held responsible for any inadequacy of the Goods to the client's expectations.
The process of forming the contract is materialized by the issuance of a purchase order by the buyer addressed to the company MODEC, by email, fax, or mail. To be valid, the order must specify, in particular, the reference of the Goods, their designation, quantity, agreed price, the order number issued by the buyer, as well as the delivery and/or billing address. By signing the purchase order, the buyer agrees that the contract is subject to these general terms and conditions, acknowledges having full knowledge of them, and waives the right to invoke their own purchase conditions.
The contract will only be concluded after the company MODEC sends an order acknowledgment, by email or any other means, accompanied by a new copy of these general terms and conditions. The order acknowledgment will include the order reference number assigned by the company MODEC, the delivery terms, including the indicative shipping time, as well as any special provisions deviating from these general terms and conditions, and possibly an indication of difficulties or reservations raised by the order.
The company MODEC reserves the right not to accept cancellations or subsequent modifications of orders.
The Goods and services are provided at the prices in effect at the time the order is placed.
Unless otherwise agreed, all additional costs that may affect the order price, such as an increase in transportation costs, material costs, taxes, or duties incurred after the order is accepted, will be passed on to the buyer. These prices are exclusive of VAT in France and all taxes, duties, and other contributions outside of France.
Unless special conditions provide for a different billing and payment currency other than the Euro, prices are established in Euros. This currency will also be used for billing and payments, excluding any indexing to a foreign currency.
Special pricing conditions may be applied based on the specific requests of the client, including the currency, delivery terms and deadlines, or payment terms and deadlines. These will be the subject of a special agreement between the Parties.
An invoice, issued for each delivery or service execution and delivered at the time of such, specifies the payment terms.
Unless otherwise agreed, payments must be made exclusively in Euros, as stipulated on the invoices, excluding any indexing to a foreign currency. The price is payable in full and in a single installment within thirty days from the invoice date, unless otherwise specified on the invoice.
Payment will be made by bank transfer to the bank account specified on the invoice.
Payments made by the client will only be considered final after the actual receipt of the amounts due by the company MODEC.
Any amount not paid by the due date indicated on the invoice will automatically incur, from the day following the payment date indicated on the invoice and without any prior formalities, late payment penalties equal to three times the legal interest rate, as well as a fixed indemnity for collection costs of €40 in accordance with Article L.441-10 of the French Commercial Code.
If the collection costs incurred exceed this fixed amount, we reserve the right to request additional compensation with justification. Failure to pay by the due date will also automatically result in the acceleration of all amounts due by the client to the company MODEC under all ongoing contracts. In the event of late payment, the company MODEC will be entitled to suspend all ongoing orders, without prejudice to any other course of action. The existence of a dispute cannot, under any circumstances, justify non-payment of the due date.
In the event of non-payment, fifteen days after a formal notice remains unsuccessful, the contract will be automatically terminated in accordance with the provisions of Article 16-1 below.
Each delivery is accompanied by a delivery note detailing the Goods delivered or repaired.
Unless otherwise agreed, delivery is made:
The client chooses the mode of transport, the carrier, and pays for it. The client agrees to take delivery within 5 working days following the notice of availability.
After this period, the company MODEC may consider the order canceled and the sale unilaterally terminated by the client, or may charge storage fees.
The availability (for "Departure Factory" or "Ex-Works" deliveries) or shipping time (in cases where other INCOTERMS are used) for the Goods is indicated in the acknowledgment of receipt issued by the company MODEC.
Shipping times are indicative. The company MODEC makes every effort to ship the Goods within the specified times.
No delay can result in the cancellation or termination of the order by the buyer, a postponement of payments beyond the agreed deadlines, or the modification of the order or the payment of any compensation or penalties.
No delay can result in the cancellation or termination of the order by the buyer, a postponement of payments beyond the agreed deadlines, or the modification of the order or the payment of any compensation or penalties.
In any case, the company MODEC has the right to suspend any shipment within the deadlines if the buyer is not up to date with their obligations to it, for any reason.
The products are delivered to the agreed location.
The Goods travel at the client's risk, who is responsible for making all necessary observations and confirming their reservations by extrajudicial act or registered letter with acknowledgment of receipt to the carrier within three days, excluding public holidays, following the receipt of the goods. A copy of this letter listing the defective items must be sent simultaneously to MODEC before any use, transformation, or resale.
The Goods travel at the risk of the company MODEC only when deliveries are made under Incoterms that provide for it (notably DAP), which will be expressly specified in the acknowledgment of receipt issued by the company MODEC.
Without prejudice to the provisions to be taken with the carrier, the number and condition of the goods must be checked upon delivery in the presence of the carrier. Any claims for apparent defects or non-conformity of the Goods delivered to the Goods ordered or the shipping note must be made in writing by the client on the delivery note and brought to the attention of the company MODEC by email within five working days, excluding public holidays, following the receipt of the goods.
Failing this, the goods will be deemed irrefragably compliant in quantity and quality with the order.
The client must provide all supporting documents to prove the reality of the apparent defects, shortcomings, non-conformities, or anomalies found. The client must allow the company MODEC every facility to ascertain these defects and remedy them. The client must refrain from intervening themselves or having a third party intervene for this purpose.
Proven non-conformities and shortages will, at the choice of the company MODEC, be refunded or replaced as soon as possible.
In any case, the existence of non-conformities or shortages will not entitle the client to cancel the order or claim damages.
The client must obtain the formal agreement of the company MODEC before any return of goods to the company MODEC. The company MODEC cannot be held responsible for any costs generated, for itself or the client, by this return.
The transfer of ownership of the Goods sold takes place upon payment of the fixed price. The Goods sold by the company MODEC remain its property until full payment of the price.
During the transfer of ownership, the buyer bears the risk and damage that the sold equipment may suffer or cause for any reason. The buyer must ensure that the identification of the equipment is always possible. The equipment in stock is presumed to be unpaid.
The company MODEC may repossess the sold Goods in case of non-payment. Therefore, until full payment of the price, the buyer agrees to keep these Goods individualized and refrains from transforming them, incorporating them into another good if the Goods sold by the company MODEC cannot be separated without damage. The buyer also refrains from reselling, moving, or otherwise disposing of them without the prior and express agreement of the company MODEC.
In accordance with Articles 1641 and following of the Civil Code, the company MODEC guarantees the Goods sold against hidden defects, which are defined as defects in a thing that make it unsuitable for the use for which it is intended, or that so diminish this use that the buyer would not have acquired it or would have given a lower price if they had known about it.
This warranty aims to remedy any malfunction existing before the sale but appearing after it.
The client must provide all justification regarding the reality of the hidden defects found and, in particular, the reality and existence of the defects found before the sale.
The client must allow the company MODEC every facility to ascertain these defects.
The company reserves the right to proceed directly or through an intermediary, to any on-site observation and verification.
In any case, the company MODEC cannot assume responsibility under the hidden defects warranty under the conditions defined above if the buyer has transported and used the Goods normally, has not modified them in any way, and has stored, preserved, and handled them to ensure their maintenance in good condition.
Under this warranty, the only obligation of the company MODEC will be, at its choice, either to repair or replace the product, or to refund the price paid by the buyer.
Interventions under this warranty cannot extend its duration.
The company MODEC guarantees the Goods against all manufacturing and material defects, subject to use in accordance with the documentation and instructions provided.
When the buyer wishes to implement the contractual warranty, they must first send the company MODEC a detailed description of the observed failure and the warranty certificate. Any return of parts must be subject to a prior written agreement from the company MODEC, which will assign a return number called a "Ticket." Any product returned without this agreement will be held at the buyer's disposal and will not result in the issuance of a credit note; no refund or replacement of the Goods can be granted by the company MODEC.
No unilateral deduction from the invoice can be imposed by the buyer due to a delivery delay or non-conforming Goods. Returned goods must be accompanied by a return slip to be affixed to the package, visibly showing the return number, and must be in their original condition. The buyer cannot claim any immobilization indemnity due to the application of the warranty.
The company MODEC will choose either to replace or repair all parts recognized as defective by its services.
The company MODEC does not guarantee that the product is free of anomalies and that its operation will be uninterrupted. Consequently, the buyer is reminded that it is their responsibility to take all measures to establish appropriate troubleshooting plans and take all appropriate measures to minimize the harmful consequences related, in particular, to a possible interruption of operation caused by the product due to its use.
The risks and all return costs of any nature are borne by the client.
This warranty is granted for a period of 12 months.
This period begins from the delivery date as envisaged in Article 6 of these general terms and conditions.
The warranty conditions of components not manufactured by the company MODEC and the warranty duration are defined for each product and correspond to what is granted by the manufacturer as indicated in the commercial proposal, the order acknowledgment, and, if applicable, in the commercial documents. This warranty can only be implemented if the Good is used with MODEC consumables.
Repairs and replaced parts are guaranteed for a period of 3 months after the invoice date.
The risks and all return costs of any nature are borne by the client.
This warranty does not apply to clients practicing the same specialty as the company MODEC.
This warranty also does not apply to damages that are not directly and exclusively attributable to the company MODEC, including in cases of:
The conventional warranties automatically cease if the buyer has not fulfilled their contractual payment obligations.
In the event that the contractual liability of the company MODEC is engaged, it will be limited to the amount due or paid by the client to the company MODEC under the agreement concerned at the origin of the damage(s). This amount is intended to compensate for all damages suffered by the client, regardless of their nature, material or immaterial.
Specifically, regarding the item handed over for repair, including outside the contractual warranty, the liability of the company MODEC is limited to restoring the item to its original state or replacing it.
The client agrees to use and maintain the Goods in accordance with the recommendations of the company MODEC and the instructions in the usage documents.
The company MODEC may at any time apply improvements and modifications deemed useful to its models. Consequently, the designations and characteristics of the machines indicated in our proposals should be considered valid. Any other document is given for information purposes only.
The client expressly agrees that the service provider may subcontract all or part of the work they are required to perform to a subcontracting company, acting under the responsibility of the former, provided that the identity of the subcontractor, the nature of the work, and the agreed payment terms are communicated to the client for approval, within the framework of the special conditions.
In this case, a subcontracting contract will define the rights and obligations of both parties, which will be provided to the client upon request.
In the event of a change in unforeseeable circumstances at the time of the conclusion of the contract, in accordance with the provisions of Article 1195 of the Civil Code, the Party that has not agreed to assume a risk of excessively onerous performance may request a renegotiation of the contract from their co-contractor.
The negotiations cannot exceed three months, after which the party requesting the renegotiation may refer the matter to the judge to revise the contract or terminate it on the date and under the conditions he sets.
The Parties agree to respectively subscribe to an insurance policy guaranteeing their professional civil liability for all activities and obligations arising from these general terms and conditions.
The Parties agree to maintain this policy throughout the duration of the contracts concluded within the framework of these general terms and conditions and to provide proof of it upon request from the other party by providing a certificate from their insurers, listing the subscribed guarantees, their amount, and their validity period.
Any modification, suspension, resolution, or termination of this insurance policy, for any reason, must be reported to the other party as soon as possible.
The Parties agree to always behave towards each other as loyal and good faith partners, and in particular: to perform the obligations arising from the Contract in good faith; to promptly inform the other Party of any dispute or difficulty they may encounter in the performance of this Contract or in their relations with their clients.
The Parties shall not be held responsible if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure, as defined in Article 1218 of the Civil Code.
By express agreement, the following are considered cases of force majeure: fire, flood, water damage, storm, hurricane, earthquake, war, insurrection, strike (total or partial), explosion, epidemic, quarantine, pandemic, roadblock, sabotage, landslide, power outage, drought, ice, economic crisis, terrorist attacks, government decisions, judicial actions.
The Party noting the event must immediately inform the other Party of its inability to perform its service and justify it to the latter. The suspension of obligations shall not, under any circumstances, be a cause of liability for non-performance of the obligation in question, nor shall it result in the payment of damages or penalties for delay.
The performance of the obligation is suspended for the duration of the force majeure if it is temporary and does not exceed one month.
Consequently, as soon as the cause of the suspension of their mutual obligations disappears, the Parties shall make every effort to resume the normal performance of their contractual obligations as soon as possible. To this end, the Party prevented shall notify the other of the resumption of its obligation by registered letter with acknowledgment of receipt or any extrajudicial act. If the impediment is final or exceeds two months, these terms shall be purely and simply resolved according to the terms defined in Article 10-2 of these general terms and conditions.
In accordance with the provisions of Article 1225 of the Civil Code, the contract shall be terminated by operation of law (i.e., without recourse to a judge) in the event of non-performance by one of the parties of the obligations imposed on it by this contract, as detailed below:
This termination shall be effective after a formal notice sent by the creditor of the unfulfilled obligation to the defaulting party, by registered letter with acknowledgment of receipt, and remaining unsuccessful for a period of fifteen days after receipt.
This formal notice expressly mentions this termination clause.
The termination shall take place without prejudice to the right of the aggrieved party to claim damages under these terms.
Apart from the cases mentioned above, the Parties retain the possibility of unilaterally terminating the contract under the conditions set out in Article 1226 of the Civil Code. The termination shall end all ongoing orders.
Termination by operation of law for force majeure shall only occur two months after the receipt of a formal notice notified by registered letter with acknowledgment of receipt or any extrajudicial act, notwithstanding the Termination Clause and Unilateral Termination mentioned above in Article 9-1. This formal notice must mention the intention to apply this clause.
To the extent that the exchanged services can only find their utility through the complete performance of the resolved contract, the parties must return everything they have procured from each other.
In the context of their contractual relationships and for the proper execution thereof, the company MODEC will collect and process the client's personal data in compliance with EU Regulation No. 2016/679 of April 27, 2016, and Law No. 78-17 of January 6, 1978, known as the "Data Protection Act." Failure to provide this information will prevent the conclusion of any contract. The Client expressly consents to the collection and processing of their personal data by the company MODEC.
The collection and processing of the Client's personal data are intended for the conclusion and execution of contracts concluded within the framework of this master agreement, compliance with the resulting legal and regulatory obligations, and the pursuit of the legitimate interests of the company MODEC (prospecting, animation, and management of the relationship with its clients and prospects). The company MODEC will retain the personal data collected in this context for the duration of the resulting commercial relationships, extended by the applicable prescription periods.
The data collected will be processed exclusively by the company MODEC, its employees, and its collaborators.
All necessary measures are taken to preserve the security, confidentiality, and integrity of the collected data and to prevent any misuse of this data.
The client guarantees the acceptance by their employees of the collection and processing of their data under the conditions described above.
Individuals concerned with the protection of their personal data have the right to request access, rectification, erasure, and portability of their personal data, as well as the right to request the limitation or to object to the processing of this data. They also have the right to lodge a complaint with the CNIL.
Finally, these same individuals have the right to define directives regarding the fate of their personal data after their death. These rights can be exercised by writing to the company MODEC at the following address: 80, allée René Higonnet – Z.I. Sirius Quatre – 26760 Beaumont-lès-Valence, or by sending an email to the following address: sales@modec.fr.
For any questions or difficulties, whether it is a request for assistance or a question related to orders, the client can send their complaints to the following address: sales@modec.fr or contact customer service by phone at 04 75 40 27 15.
The parties commit to a strict obligation of confidentiality. They agree not to reproduce or disclose to third parties the secrets, know-how, documents, or any other information (commercial data, technical data, any confidential information related to the manufacture of the Products, etc.), of any nature, communicated within the framework of the negotiation and execution of contracts resulting from these general terms and conditions and to take all necessary measures to prevent such disclosure. They also agree not to personally exploit the aforementioned information for any activities.
Each party guarantees compliance with this obligation by all its personnel and subcontractors.
This obligation continues not only throughout the duration of the contract resulting from the general terms and conditions but also for twenty-five years following its termination, regardless of the cause.
However, the client authorizes the company MODEC to cite the client in its reference lists.
The training materials provided to the trainee(s) include the pedagogical methods specifically developed by the company MODEC. The content of these materials remains the property of the company MODEC. The client and the trainee(s) attending the training sessions are prohibited from reproducing or reusing any part of these materials for training third parties, whether internal or external, in any form, without the written authorization of the company MODEC.
Any use of the MODEC brand, name, or logo is prohibited without the prior and express written consent of the company; any refusal does not need to be justified.
ANY DISPUTE THAT MAY ARISE BETWEEN THE PARTIES CONCERNING THE FORMATION, VALIDITY, INTERPRETATION, EXECUTION, TERMINATION OF THESE GENERAL CONTRACTUAL TERMS AND CONDITIONS AND SUBSEQUENT CONTRACTS SHALL BE SUBJECT TO FRENCH LAW AND SHALL BE UNDER THE JURISDICTION OF THE COURT OF THE REGISTERED OFFICE OF THE COMPANY MODEC, NOTWITHSTANDING ANY CONTRARY CLAUSE APPEARING IN THE DOCUMENTS EXCHANGED BETWEEN THE PARTIES.
In the event that these general terms and conditions are drafted in several languages or if they are translated, only the French version shall be binding on the parties.