1. Application

1.1 The present general conditions apply, unless otherwise agreed, to all contracts concluded between the company ETUDES REALISATIONS INDUSTRIELLES LYONNAISE hereinafter referred to as “ERIL” and its customers, hereinafter individually referred to as “CUSTOMER”, regardless of any clauses that may appear in the CUSTOMER’s documents and in particular its general conditions of purchase.

2. Ordering

2.1 Orders are irrevocably binding on the CLIENT. Conditions, commitments or contracts entered into with agents or representatives of ERIL are only valid after acceptance or confirmation by ERIL. Consequently, the contract is formed only after acceptance or confirmation of the order by ERIL.
2.2 The order includes the quotation. The price is therefore fixed for the quantity agreed in ERIL’s offer. If the quantity does not correspond to the quotation, a supplementary offer will be made, including under- and over-values.
2.3 The quotation is valid for one month from the date of issue.

3. Deliveries

3.1 Delivery times are always given as an indication and are not binding. Under no circumstances may delays give rise to cancellation or compensation.
3.2 Delivery is deemed to have been made to ERIL’s factories or workshops. Goods are shipped at the CLIENT’s expense and risk, regardless of the method of shipment. It is the responsibility of the recipient to check the delivery and to express any reservations.

4. Warranty conditions

4.1 ERIL parts are guaranteed for 1 year after delivery, parts and labor except for external damage, vandalism and natural disasters. Other components are covered by the manufacturer’s warranty, which is triggered on delivery to ERIL, before integration into the machines, and will not be covered by an extended warranty unless expressly mentioned in the quotation.

5. Liability

ERIL may only be held liable for material damage for which it is directly responsible, to the exclusion of any indirect and/or intangible damage, such as, but not limited to, operating loss, loss of credit, loss of image, and without any joint or several liability with third parties having contributed to the damage. In addition, any prejudice resulting for the CLIENT from direct material damage for which ERIL is held responsible may never be compensated beyond the amount of the service within the limits of the ten-year and civil liability guarantee, even if said prejudice proves to be greater.

6. Cooperation

The CLIENT is obliged to cooperate with ERIL and to provide ERIL in writing with all understood, accurate and reliable information and particulars concerning:

• Clearly expressed needs,
• Equipment operating and environmental conditions,
• The composition and characteristics of products that will come into contact with the equipment.

ERIL cannot be held responsible for the consequences of any omission or error in the elements supplied by the Customer. ERIL will take the Customer’s requests into account and will comply with them, within the limits of feasibility, compliance with the contract and good practice.

7. Transfer of risk

The CUSTOMER bears the risk of any loss (total or partial) and any damage, as soon as he becomes aware that the goods are at his disposal or that the work has been completed (even partially).

8. Force majeure

ERIL cannot be held responsible for any delay or failure to perform any of its obligations in the event of force majeure. Strikes, acts of war, accidents or events of any kind (whether at ERIL or its suppliers) leading to total or partial stoppages of production, are in particular considered to be cases of force majeure, this list not being exhaustive.

9. Customer complaints

9.1 The customer is obliged to check and examine all deliveries of goods and/or work and industry immediately and in great detail.
9.2 If the delivery or work does not correspond in any way to what has been agreed, e.g. non-conformity, apparent defect, damage or other shortcoming, all deliveries and invoices must be contested by registered letter with acknowledgement of receipt, under penalty of nullity. All deliveries and invoices are deemed to have been accepted in full if they have not been contested within eight days by registered letter with acknowledgement of receipt.
9.3 Warranty claims will only give rise to repair or replacement, to the exclusion of damages.

10. Payment

10.1 The sums paid as deposits remain acquired in the event of cancellation of the order accepted by ERIL, unless the costs incurred exceed the amount of the deposit.
10.2 Acceptance by ERIL of payment by cheque or bill of exchange never entails novation.
10.3 Failure to pay for supplies on the due date will result in all outstanding sums becoming due and payable, together with interest of 1.5% per month of delay. In addition, ERIL reserves the right to terminate the sales contract for non-payment on the due date. Any delay in payment will give rise, in addition to late payment penalties, to the payment to ERIL of a fixed indemnity for collection costs, in the amount of €40, without prejudice to additional compensation if the collection costs are higher, on justification (article L.441-10II of the French Commercial Code).

10.4 Terms of payment:
Unless otherwise specified in the quotation, the terms of payment are as follows:

• 30% on order, on receipt of invoice, by bank transfer
• 30% after receipt of validated plans without comments, net 30 days, by bank transfer
• 30% on completion of installation, net 30 days, by bank transfer
• 10% on final acceptance of the work, net 30 days before, by bank transfer

11. Non-performance exception

As long as the customer has not fulfilled its own obligations, ERIL may, ipso jure, suspend the performance of any obligation.

12. Clause de réserve de propriété

12.1 Goods, services, programs, software and intellectual property delivered remain the property of ERIL until full payment of all sums due. Consequently, in the event of non-payment or late payment of a single instalment, ERIL is entitled, as already acknowledged by the CLIENT, to repossess the goods delivered.
12.2 Notwithstanding the foregoing, the CLIENT shall bear the risk of the goods delivered from the day of delivery. The costs of repossession shall be borne by the CUSTOMER. In its capacity as owner of goods delivered and unpaid, ERIL has the right to demand payment from the sub-purchaser if the goods are resold by the CLIENT.

13. Jurisdiction and applicable law

13.1 In the event of a dispute, the Parties undertake to try to find an amicable solution before any recourse to the courts. Should the amicable attempt fail, the Parties expressly submit to the jurisdiction of the courts of ERIL’s registered office.
13.2 It is expressly stipulated that all clauses printed in the margins or body of the CLIENTS’ letters or order sheets and contrary to the above clauses cannot be set up against ERIL if they have not been the subject of a prior and special agreement in writing.