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Terms of Sales
1. GENERAL PROVISIONS
1.1. These general terms and conditions define the rights and obligations of the Vendor or Subcontractor of Electronics, hereinafter referred to as “Selha Group” (Selha-OB-LCO-EINEA) and its customer hereinafter referred to as “the Customer” in the case of contracts for the supply of parts or products and industrial services that Selha Group may perform for the Customer, the said contracts may be sales contracts or business contracts.
1.2. These general conditions therefore constitute the legal basis of these contracts for all the provisions which have not been the subject of specific written agreements.
1.3. These general conditions do not accept any contrary clause formulated in any way by the Customer, if Selha Group has not accepted it in writing.
1.4. In the event that a Customer or a set of Customers decides to establish an industrial partnership relationship with their Supplier, these general conditions serve as a basis, together with the General Terms and Conditions of Purchase for these Clients, for the establishment of a text. common terms and conditions of exchange that materialize the agreement reached.
1.5. In any case, the parties will regularly inform themselves of their medium and long-term forecasts and their commercial policy.
2. PRODUCT DESIGN
2.1. Unless expressly agreed otherwise and in the case of own products, Selha Group is not a designer of the products or services it carries out, its role being that of an Industrial Subcontractor as defined by the AFNOR FD document. X 50 300.
As the design results in the complete definition of a product, it can however be the object of all or part of the industrial subcontracting, since the Customer ultimately assumes full responsibility for the industrial result sought. .
This is particularly so in the case of parts defined by computer by Selha Group at the request of the Customer and from a specification provided by the Customer.
3. OFFER AND ORDER
3.1. The Client’s call for tenders or its order must be accompanied by a descriptive or functional specification specifically specifying the nature and extent of the checks, tests and tests required to verify the level of quality sought by the client. The designer of the products or services is alone to know with sufficient precision according to the industrial result he is looking for.
3.2. The Selha Group Offer will be considered firm only if it is accompanied by a period of validity. In all cases where the Customer makes changes to the specifications or prototypes that may be submitted by Selha Group, the initial offer lapses and a new offer must be made.
3.3. Selha Group can only be engaged by the terms of its express acceptance of the firm and final order of the Customer, by letter or any other means of communication generating a document.
The contract is final upon the issuance of the acknowledgment of receipt of order by Selha Group and no modification or cancellation is no longer possible unilaterally.
3.4. An open order, resulting in periodic or periodic delivery calls, can only be made for a limited period agreed between Selha Group and the Customer.
4. STUDIES AND DRAWINGS
4.1. Unless otherwise agreed in writing, the manufacture and delivery of the ordered parts or products, their sale if it is a sale, and the performance of the services covered by the contract do not result in the transfer to the Customer of the Selha Group property rights over his manufacturing studies, prototypes, models, drawings and all other trade secrets.
The same is true of the studies that Selha Group proposes to improve the quality or the cost price of the products, by an original modification of the initial specifications. The Customer, if he accepts them, must agree with Selha Group terms of use in the context of the order.
4.2. In any case the Customer cannot dispose of studies, projects, prototypes and documents made by Selha Group which remain the property of this one. Consequently, they cannot be used, reproduced, patented, deposited or communicated to third parties by the Customer without written authorization from Selha Group.
4.3. Likewise, the Customer may not dispose of the Selha Group’s own patents, models, know-how or proprietary secret for itself, nor disclose them without having acquired the property, the co-ownership or any right of exploitation or reproduction.
4.4. All quotes, plans, drawings, models, engravings and studies of all kinds on all media made at the request of the Customer and which are not followed up within three months of the presentation, are charged while remaining the property of Selha Group.
5. TOOLS AND SPECIFIC EQUIPMENT
5.1. Tools, programs, model parts, models, specific equipment, industrial files supplied by the Customer.
When supplied by the Customer, tools, programs, molds, models, specific equipment, industrial files of all kinds, accessories essential to the execution of the contract hereinafter referred to as “tools”, must obligatorily include separately the following: brands, assembly or use marks and must be delivered free of charge to the site specified by Selha Group.
The Customer assumes responsibility for the perfect match of the tools with the plans and specifications, as well as the computerized data. However and at the request of the Customer, Selha Group can verify this agreement and bill the cost of this service.
If Selha Group deems it necessary to make any changes to the proper performance of the parts, the resulting costs are borne by the Customer, of which Selha Group has previously obtained the express agreement.
In general and without prior written agreement with the Customer, Selha Group does not guarantee the duration of use of the tooling.
In any case, if the equipment received by Selha Group is not in accordance with the use it was entitled to obtain, the price of the parts initially agreed upon must be the subject of a request for revision of the part of Selha Group, an agreement with the customer to intervene before any start of product execution.
5.2. Tools, programs, model parts, models, specific equipment, industrial files produced by Selha Group at the Customer’s request.
When it is ordered by the Client to carry out or have the tools, including the test equipment, carried out, Selha Group executes them or has them executed according to the specifications given by the Customer who makes the recipe and is solely responsible for their validation.
The cost of realization, as well as the costs of replacement or restoration after wear, are paid to him regardless of the price of the parts.
Tooling Price: The price of the tooling made or made by a third party does not include the Selha Group intellectual property on this tooling. That is to say the contribution of its know-how or its patents for its study, its realization and its development. It is the same for any adaptations that Selha Group makes on the tools supplied by the Customer to ensure the proper execution of parts.
The tooling remains in deposit with Selha Group after execution of the order and the Customer can only take possession of it after written agreement on the operating conditions of the Selha Group intellectual property and after payment of all invoices due to him. for whatever reason.
This tooling is kept in good technical working order by Selha Group, the consequences of its wear, repair or replacement being the responsibility of the Customer.
5.3. Conditions of custody and insurance.
Selha Group is prohibited at any time from using for the benefit of third parties the tooling property of the Customer, except with the prior written authorization of the latter.
The Customer, who has full responsibility for the tooling he owns, contracts at his own expense for damage or destruction at Selha Group, and excludes all recourse against Selha Group.
This equipment is returned to him at his request or at the option of Selha Group, as is, subject to its payment and payment of goods manufactured and any other claims not yet paid for any reason whatsoever.
If it remains on deposit with Selha Group, it is kept free for a maximum period of two years from the last product manufacture.
After this period, if the Client has not requested the return of the tools or if he has not agreed with Selha Group for an extension of the deposit, the latter is entitled to proceed to its destruction, after a formal notice by registered letter, with acknowledgment of receipt, remained ineffective after a period of three months.
If the Client resumes his tooling before a period such that the study and development costs have not been amortized by Selha Group, he undertakes to pay a compensatory indemnity to be fixed by mutual agreement or to say expert.
In addition, in the same situation in case of special manufacturing requiring the acquisition of equipment, specific equipment or components, the Customer agrees to take them back to their net book value.
6. RAW MATERIALS, COMPONENTS PROVIDED BY THE CUSTOMER
6.1. In the event that Selha Group acts as a processor, the Customer will deliver or cause to be delivered, at its own expense and risk, the raw materials and / or components required and in compliance with the execution of the order in the specified quantity and quality of a prior agreement. The goods will be delivered taking into account the normal manufacturing delays and technical hazards Selha Group.
Selha Group may charge replacement or retouch, as well as the cost of labor caused by the supply of defective components or raw materials.
6.2. In the event of destruction or deterioration of the materials or components supplied by the Customer during the manufacturing process, they will be replaced free of charge by the latter, unless otherwise expressly agreed.
7. SPECIFICATIONS STANDARDS PROVIDED BY THE CLIENT
7.1. The Customer will provide the Supplier, at the latest upon the entry into force of the contract, the documents (vouchers for production) necessary for the execution of the order, for example:
– schematic diagrams;
– bill of Materials;
– drilling and implantation plans;
– computer documents for producing printed circuits;
– computer documents for the implementation of component placement programs;
– computer documents for carrying out in situ test programs;
– mechanical plans;
– assembly and assembly plans;
– procedure, hardware and software for functional tests;
– particular specifications;
– samples, standards;
– models;
– standards to use.
It is understood that the documents listed above and any others as appropriate will be provided in the state of the latest index update. The Customer will then communicate any changes.
The Client will indicate at the time of the price request which standards he wishes to apply.
7.2. Modification Changes Order asked by the customer
If the customer wishes to make changes to the technical file, he must submit the draft amendment to Selha Group so that Selha Group provides the customer with its expertise and establish a written analysis on the feasibility of the proposed changes and impacts on the manufacture of the Products. (industrial process, costs, tools, component supply, implementation schedule, etc.)
In addition to these impacts, flat-rate document management costs will be billed at the current rates, for example at 18/11/2019:
- 800 € per modification before the launch (Kitting, manufacturing, final inspection)
- 1500 € per modification intervening on the outstandings
7.3. The contractual delivery deadlines will not run until the complete supply of these various elements and all others related to the order.
8. RAW MATERIALS, COMPONENTS, PURCHASED ON CUSTOMER’S ACCOUNT OR SUB-CONTRACTED BENEFITS
8.1. In the event that the components and raw materials required for manufacture are purchased by Selha Group on behalf of the Customer, the latter agrees to pay the invoice without delay, Selha Group becomes a depository for free.
In case of destruction or deterioration of these materials or components not attributable to a fault Selha Group the Customer will pay their replacement, except express agreement.
8.2. The parties will determine whether they consider it necessary a list of components whose supply is “critical”; ie requires an order commitment of a particular longer period than that of delivery of the product covered by this contract. The list of these components will be attached to the orders, they may be made if necessary the subject of a special order with management rules different from those of the general contract.
8.3. Selha Group’s “long lead-time” commitments to its suppliers to ensure the production of forecast orders must be covered by the Customer.
8.4. Failure to use Selha Group’s (or its suppliers’) inventory following a product change, suspension or discontinuance will result in billing to the Customer.
8.5. Predictable non-availability such as manufacturer’s shutdown will be communicated by Selha Group to its Customer. Depending on the case, the Customer will be responsible for the redesign of the product or the storage of components to ensure the end of life.
8.6. Material defects generated by a product design defect or by the wrong choice of the component will be the responsibility of the Designer Client.
8.7. If the Customer so requests, Selha Group will list its suppliers or subcontractors involved in the manufacture of the material subject to orders.
If the Customer imposes on the Supplier a supplier or a subcontractor, the parties shall specify the respective levels of liability.
9. DELIVERY TIMES
9.1. The delivery times run from the date of order confirmation by Selha Group, and at the earliest from the date on which all documents, materials and details of execution were provided by the Customer, which also filled any other prerequisite, the fulfillment of which is incumbent upon it, and in particular, where applicable, the payment of specific manufacturing equipment and any advance payments.
9.2. The imperative nature of the agreed period must be specified in the contract as well as its nature (date of availability, date of presentation for inspection or receipt / reception, effective date of delivery, etc.).
In the absence of such details, the period is deemed to be indicative.
Any modification of the contractual conditions of supply will result in the fixing of a new deadline.
9.3. The contractual deadlines are extended at the request of Selha Group or the Customer for any cause beyond their control and having placed the applicant for this extension in the impossibility of fulfilling its obligations especially in case of force majeure.
In addition to the definition of force majeure for an unforeseeable event, insurmountable, irresistible and external, are considered as force majeure including: strikes the strikes internal or external, riots, war mobilization, decisions of public authorities, difficulties of supply on the market of raw material or energy, machine breakdowns or breakdowns, fires, water damage, explosions, natural disasters.
The defaulting party must inform the other party in writing of this impossibility as soon as it arises and both parties must then consult immediately to agree on the arrangements to be made accordingly.
9.4. No penalty will be applicable if it is not agreed in writing in the orders and preceded by a formal notice. In any case, it would be capped at 5% of the value of the service or product late.
10. PACKAGING
10.1. In the absence of a specific agreement, Selha Group will offer one or more packaging solutions.
11. DELIVERY AND TRANSFER OF RISKS
11.1. Unless expressly agreed otherwise, the delivery which entails the transfer of the risks, is carried out by the direct delivery of the supply, either to the Customer, or to the carrier designated by him or, failing this, chosen by Selha Group.
11.2. Unless otherwise agreed, in the case of series manufacture, a tolerance is allowed on the number of parts delivered to be agreed in the order.
12. TRANSPORT
12.1. In all cases, Selha Group only performs the shipping and ancillary operations to transport as an agent of the Customer who, upon receipt of the invoice, reimburses him for charges for postage prepaid. It is therefore incumbent upon the Customer, who bears all the risks of these operations, to check upon arrival of the equipment, the condition, quantity and conformity of the supplies with the indications mentioned in the packing list.
12.2. The Customer must immediately inform Selha Group of any possible dispute, without prejudice to the legal actions it is his responsibility to exercise himself against the carrier.
12.3. The Customer assumes the costs and the risks of sending and returning the materials mentioned in article 6.1., As well as those of the initial samples or standard parts intended to serve as a reference.
12.4. The goods can be insured according to the written instructions of the Customer and at his own expense against all risks for a value to be agreed.
12.5. Even in the event of a sale with retention of title, the Customer must, upon receipt of the products, in the event of damage or missing parcels, make all the necessary disputes and the written reservations with respect to the carrier, in accordance with the provisions of articles 105 and 106 of the Commercial Code. The Client must also immediately notify Selha Group, failing which he will be deprived of his rights of appeal.
13. PRICE
13.1. Catalog products
The applicable prices are those listed on the tariff in force at the time of placing the order. The tariff may provide for surcharges depending on the services rendered by the seller or the deductions based on services borne by the buyer.
The conditions of rebates, rebates, discounts are communicated on simple request in application of the legal texts in force.
Commercial cooperation agreements may be signed in special cases, they must be drawn up in writing in two copies, each party holding one in accordance with the relevant legislation.
13.2. Products on estimate
The prices are, according to the agreement explained in the contract:
– be revisable according to appropriate formulas, taking into account variations in material prices, energy costs, wage rates and ancillary costs related to the order, occurring between the date of the contract and that of the contractual delivery, in the absence of other dates of application specified in the contract;
– be firm for an agreed period.
In the absence of special provisions, prices are “ex-works”, excluding packaging and excluding taxes.
13.3. If the price of the tooling may include and the contract so provides, the cost of sampling, it does not include that of test devices or tests or the price caused by changes due to the Customer.
13.4. Price, time and productivity commitments for raw materials and electronic components must remain consistent with market conditions: variations in the cost of raw materials, price increases and excessive lengthening of delivery times due to recognized and unforeseeable shortages during initial commitments. In such a configuration of significant market variation, these commitments will then be revisable and will be subject to resubmission.
14. PAYMENT TERMS
14.1. Payments are deemed to be made to Selha Group’s subsidiaries.
The deadlines and the method of payment, as well as the payment of any down payments, must be the subject of an explicit agreement to the contract.
In application of Article L 441-6 of the French Commercial Code, the following rules apply:
– the deadline for payment of the sums due is set at the thirtieth day following the date of receipt of the goods or performance of the service requested.
-the period agreed between the parties to settle the sums due may not exceed forty-five days end of the month or sixty days from the date of issue of the invoice. Commercial paper and checks are just a means of payment. The payment is perfect only when it is paid on the due date. Any extension of time to be negotiated and guaranteed. The lien on all property belonging to the customer will cease after full payment of all claims for any reason whatsoever.
14.2. Without prejudice to the right of retention of title referred to in Article 17, the nonreturn of bills with acceptance and domiciliation within 7 days of their dispatch, the nonrespect of any payment deadline, a serious breach of credit of the Client, more particularly the revelation of a protest or a pledge of any kind on the business, entails, by right, without notice and according to Selha Group:
– the forfeiture of the term and consequently the immediate payment of sums still due for any reason whatsoever and / or the suspension of any shipment,
– the resolution of all contracts in progress with the retention of advance payments received, and the retention of tools and products held by Selha Group in any capacity whatsoever, up to the fixing of any compensation.
14.3. Any amount that becomes due shall, ipso jure and without notice, bear interest at the rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points.
14.4. The Customer may not postpone a contractual payment deadline if the procedure for receiving or shipping the supplies made available to him at the Selha Group factory is delayed or cannot be carried out in case of force majeure.
The same applies to the payment of the difference between the total amount of the invoice and the price of the documents likely to give rise, on the Customer’s objection, to credit notes or credits, possibly granted by Selha Group in application of the Article 16.
The Customer can not avoid paying all or part of an amount due to the Supplier or delay payment due to any claims on his part, including the rights to guarantee, without the consent of Selha Group.
14.5. Any non-fulfillment by the Customer, total or partial, of his payment obligations or any delay, will entail, without prejudice to any damages or interests, the payment of the lump sum indemnity for recovery costs of 40 euros, set by the decree n ° 2012 -1115 of October 2, 2012, taken in application of article 121 of the law n ° 2012-387 of March 22, 2012.
14.6. Failure by the Customer, in whole or in part, of his obligation to pay or any delay that would require the Supplier to use a third party to recover the claim, will result in the application of a recovery clause of equal value 15% of the total amount of the claim, with a minimum of 300 euros per claim.
14.7. In case of repeated failure by the customer to respect the payment deadlines, the seller reserves the right to demand payment in cash for orders in progress.
15. CHECKS AND RECEIPT
15.1. When the Customer assumes full responsibility for the design of the parts according to the industrial result he is looking for and only he knows precisely, he decides accordingly the specifications which sets the specifications to define, under all their aspects, the products, parts or services to be carried out, as well as the nature and the methods of the inspections, controls and tests and tests imposed for their reception.
The acceptance by the Customer of proposals for any improvement of the specifications, can in no way result in a transfer of responsibility, the design is the sole responsibility of the Customer.
15.2. In all cases and even in the absence of acceptance, the nature and extent of the necessary inspections and tests, the standards, as well as the tolerances of all kinds, must be specified in the plans and specifications which must be attached by the Client to its tender and confirmed in the contract agreed between Selha Group and the Customer.
15.3. The checks, tests and tests required by the Customer may be made at his request by Selha Group or by a laboratory or a third party. Even if it is not Selha Group which is in charge of it this must be specified at the latest at the conclusion of the contract, as well as the nature, the extent of these controls, tests and tests. Moreover, if Selha Group is in charge, an agreement on their cost must be part of the contract.
In cases where a type of approval is required, its extent and conditions must be established at the latest at the conclusion of the contract. Unless otherwise agreed in the contract, acceptance will take place at Selha Group, at the Customer’s expense, no later than the week following the notification of availability for receipt sent by Selha Group to the Customer or to the body responsible for this. reception. In case of default by the Customer or the inspection body, the parts are stored by Selha Group at the expense and risk of the Customer. After a second Selha Group notification has been ineffective within 15 days of being sent, the material is deemed to have been received and Selha Group has the right to invoice it.
The principle and the methods of non-destructive testing or tests can only be defined according to the design of the products, the Customer must always specify in his invitation to tender and his order the controls he has decided, and the case the conditions under which they must be performed, in particular to determine the conditions for the exercise of the guarantee defined in Article 16.
In all cases, these checks and receptions are carried out within the framework of reference standards, according to the conditions defined by the documents and specifications, as decided by the Customer and accepted by Selha Group.
15.4. In the absence of specifications for product testing, product testing and testing, Selha Group performs only routine manufacturing controls.
15.5. The price of the inspections and tests is generally separate from that of the parts but can be incorporated after agreement between Selha Group and the Customer. This price takes into account the cost of the specific work required to obtain the conditions necessary for the proper execution of these controls, particularly in the case of special reception checks.
15.6. Manufactures made as part of a Quality Assurance system require that this condition be specified by the Client in his call for tenders and in his order, Selha Group confirming on his side in his offer and in his acceptance of order this without prejudice to the provisions of the preceding articles.
15.7. The quality assurance system is in all cases limited to the service ordered and will be the subject of clarifications provided by the quality plan attached to the orders.
16. WARRANTY – LIABILITY
16.1. For orders of parts on quotation where services of industrial services within the framework of a contract of enterprise, Selha Group has the obligation to provide products, parts or services in conformity with the plans and prescriptions of the contractual specifications and this in the framework of the agreed reception checks.
In the event of a claim by the Customer on parts or products manufactured, processed or assembled, Selha Group reserves the right to examine them on site before returning.
For series orders, the Customer must request, at his own expense, the production of standard parts submitted to him by Selha Group for acceptance by him after any checks and tests that he deems necessary. This acceptance must be sent by the Customer to the Supplier, by letter or any other means of communication generating a document. This acceptance is the starting point for any new deadline for new supplies.
16.2. The Selha Group Guarantee consists, after agreement with the Customer:
– to credit the Customer with the value of the recognized parts that do not conform to the plans and specifications of the contract specifications or the standard documents accepted by him or to replace them free of charge;
– or to proceed or have them proceed as necessary to bring them into compliance;
– or to redo the faulty service for free on new parts, components
– or material provided free of charge by the Customer except for serious misconduct on the part of Selha Group.
The parts that Selha Group replaces are subject to a credit note, replacement parts being invoiced at the same price as the replaced parts.
In case of compliance, it is carried out according to the terms decided and / or approved by the Customer. Selha Group assumes the cost if it undertakes to perform it or must give its prior consent if the Customer decides to carry it out for a price he has made known to him.
The replacement or compliance of parts executed by agreement between Selha Group and the Customer, can not have the effect of modifying the guarantee scheme.
The parts for which the Customer has obtained a credit note, replacement or compliance by Selha Group, unless otherwise agreed, shall be returned to the latter carriage collect, Selha Group reserving the carrier’s choice.
16.3. On pain of forfeiture of the right to the guarantee previously defined, the Customer is required to report any non-conformities as soon as they are discovered and to explicitly request the replacement or the compliance of the products or the re-performance of the services in question within the maximum period, starting from the delivery:
– 10 days for apparent nonconformities;
– 6 months for other nonconformities, this time being reduced to 1 month for series production.
At the end of these periods, no claim is admissible.
Any compliance of parts made by the Customer without the agreement Selha Group on its principle and on its cost, entails the loss of the right to the guarantee.
16.4. The warranty does not extend under any circumstances:
– the damage caused by a defective product, during its use, if the Design Client has committed the fault of putting it into service without having carried out all the checks and tests required for its design, use and the result industrial research;
– the costs of the operations that the products may undergo before they are put into service;
– the cost of assembling, dismantling and removing the circulation of these parts by the Customer.
And in general to no other damage, including components provided by the Customer, except serious misconduct of Selha Group.
The guarantee does not extend either:
– operating defects resulting from a defect in material or parts supplied by the Customer or as a result of an installation that has not been performed in accordance with the Selha Group regulations or the rules of the art;
– damage attributable to force majeure or the act of a third party;
– damage caused by the fact of the customer;
– abnormal use of the product or disagreement with various compatibilities or connections that do not comply with the standards or the rules of art.
16.5. The catalog products which are the subject of a contract of sale, are guaranteed against all manufacturing defects in the conditions provided by Selha Group commercial documents adapted to each product, they are subjected to the regime of the so-called legal responsibility which follows articles 1641 and following of the Civil Code.
16.6. Under no circumstances can the seller be held responsible for a faulty assembly or a modification of the product made by the Customer or for a lack of maintenance or use, the consequence of the dilapidation or normal wear and tear.
17. INDUSTRIAL OR INTELLECTUAL PROPERTY – CONFIDENTIALITY
17.1. In all cases other than own products, the Customer guarantees Selha Group against all the consequences of legal actions that may be brought against it by reason of the execution of an order for parts covered by industrial or intellectual property rights such as patents, registered trademarks or designs or by any private right.
17.2. The transfer of the products or the performance of the services does not result in the transfer to the Client of the Selha Group intellectual or industrial property rights over its manufacturing studies. The same is true of the studies that Selha Group proposes to improve the quality or the cost price of the parts, by an original modification of the specifications. The Customer, if he accepts them, must agree with Selha Group terms of use in the context of the order.
In any case, the Customer cannot dispose of studies of Selha Group for himself, nor disclose, without having acquired the intellectual property.
17.3. The Customer from the moment of the award ceremony agrees to keep absolutely confidential information of all kinds that he could have known in any way whatsoever and whatever the medium: paper, computer, photography, model , specific tooling, plan, etc. Of course, the same goes for written or verbal consultations.
In any case the Customer cannot dispose of studies, projects, prototypes and documents made by Selha Group which remain the property of this one. Consequently, they cannot be used, reproduced, patented, deposited or communicated to third parties by the Customer without the written permission of Selha Group.
Likewise, the Customer cannot dispose of patents, models or know-how property Selha Group for himself; nor divulge them without having acquired the property, the co-ownership
or any right of exploitation.
The Customer shall ensure the respect by its agents or other suppliers or subcontractors of the obligations resulting from this agreement.
17.4. The Client authorizes, except forbidden in writing, Selha Group to expose in all manifestations such as fairs, exhibitions, and on its advertising and commercial documents, some parts or products that it realizes.
18. TERMINATION
18.1. The Customer who, under a company contract, cancels all or part of his order or defers the delivery date, without Selha Group being responsible for it, is obliged to indemnify him for all expenses incurred on the date of receipt of the Client’s opinion, without prejudice to the possible direct and indirect consequences that Selha Group will have to bear as a result of this decision including the missed profit.
18.2. In the context of a sales contract, no unilateral termination is possible.
19. JURISDICTION
19.1. Contracts are governed by the laws of the country Selha Group.
The parties will endeavor to settle amicably, under the mediation of the SNESE, all disputes relating to the interpretation and execution of these general conditions of sale and contracts. Should they fail to do so and in the absence of any agreement to the contrary, in particular arbitration, the Selha Group’s Commercial Court has exclusive jurisdiction over all disputes over supply and service contracts, irrespective of the conditions of these contracts and the mode of payment agreed upon, even in the event of an appeal in warranty or of a plurality of defendants.
However, if he is a plaintiff, Selha Group reserves the right to refer the Client’s seat to the Commercial Court and, in this case, to waive the application of its own legislation.
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