General terms and conditions of sale

01Application

1.1. These general terms and conditions of sale constitute, in accordance with Article L. 441-1 of the Commercial Code, the unique basis for commercial negotiation; they apply to any person engaging in a professional activity (hereinafter referred to as "the Client") purchasing the products or services offered by the company PADULA (hereinafter referred to as "PADULA"). These general terms and conditions are communicated to the Client upon request, to allow them to place an order.

1.2. Any order from the Client implies the unconditional acceptance of all these general terms and conditions of sale, which prevail over any purchasing condition, unless otherwise agreed in writing between PADULA and the Client. In the case of service provision, the Client acknowledges having received the pre-contractual information provided for by Article L. 441-1 of the Commercial Code.

1.3. The fact that PADULA does not invoke, at a given moment, any of these clauses does not constitute a waiver of the right to invoke them later.

1.4. The information contained in any document other than these (catalogs, brochures, website) is for informational or indicative purposes only; PADULA reserves the right to make any modifications it deems necessary at any time.

02Studies and quotes

Any technical studies and quotes are prepared based on the elements provided by the Client, under their full responsibility. They are established by PADULA only as a simple piece of information; in case of error, PADULA's liability cannot be engaged. Unless otherwise indicated on the quote, it is valid for one (1) month from its date of issue.

03Formation of the contract

3.1. In the case of a direct order from the Client, it is formalized by the sending of an order confirmation from PADULA to the Client. The Client is obliged to acknowledge this confirmation, to verify the data, and to report any errors to PADULA within 24 hours of receipt. The Client agrees to return the order confirmation duly signed.

3.2. In the case of an order following the issuance of a quote by PADULA, the contract is only concluded after PADULA receives the purchase order that complies with the offer, duly signed by the Client.

3.3. Any modification of the order requested by the Client must occur within 48 hours from the date indicated on the order confirmation and must be expressly accepted by PADULA. After this period, the order is deemed firm and final.

3.4. Any order for specific equipment accepted on quote cannot be canceled; said equipment will neither be taken back nor exchanged.

04Delivery

Unless otherwise stipulated in the purchase order, deliveries are made ex works (Incoterm EXW – Ex Works), which constitutes the contractual place of delivery, at the Client's address. In the case of a request for delivery to the Client's site, the latter ensures the proper receipt of the goods in accordance with Article 7 below.

The delivery times indicated on the purchase order are given as an indication and are counted from the acceptance of the order by PADULA. Any modification of the order accepted by both Parties automatically results in a postponement of the initially scheduled delivery date.

It is the responsibility of the receiving Client to check the goods upon delivery and to make any necessary reservations in case of damage or shortages with the carrier, on the delivery slip, according to the procedures provided by the applicable law.

A delivery delay cannot give rise to termination, damages or penalties, particularly in cases of force majeure, strikes, transport or supply stoppages, administrative decisions or any other event beyond the control of PADULA.

05Price

5.1. The prices of goods and services are understood in euros and excluding taxes, according to the rate in effect on the date of shipment of the goods or performance of the service.

5.2. The prices do not include shipping or insurance costs, which remain the responsibility of the Client, unless otherwise indicated by PADULA.

5.3. Prices are subject to change without notice; the validity date indicated on a quote, offer or catalog is purely indicative and limited, unless otherwise specified, to one (1) month from its issuance.

06Payment Terms

6.1. Deadline: unless otherwise agreed between the Parties, invoices are payable in cash, no later than 30 (thirty) days end of month from the date of invoicing.

6.2. Discount: no discount is granted in the case of cash or early payment, unless written agreement from PADULA.

6.3. Export Clients: for orders destined for abroad, PADULA may condition the execution of the order on payment by irrevocable and confirmed documentary letter of credit, payable at sight against presentation of transport documents, issued by a first-class bank, or any other payment guarantee agreed upon by the Parties before shipment.

07Retention of title

7.1. PADULA retains ownership of the delivered goods until full and effective payment of the price, including principal and accessories.

7.2. The goods travel at the risk and peril of the Client recipient, who bears, from the day of shipment, the risks of loss, theft, and deterioration of the goods as well as any damages they may cause. The Client therefore undertakes to insure, at their own expense, the ordered goods for the benefit of PADULA, with a specific insurance, until the complete transfer of ownership. Otherwise, PADULA reserves the right to delay delivery.

7.3. In case of non-payment, total or partial, of any of the agreed installments, the sale may be resolved by law, at the sole discretion of PADULA, without prejudice to any damages. The goods must be made immediately available to PADULA, unless it requires their return at the Client's expense. The return of goods does not equate to the resolution of the contract. Any amounts already paid by the Client remain acquired as initial damages, without prejudice to any others.

7.4. In case of seizure by a third party on these goods, the Client must immediately inform PADULA.

08Late penalties

8.1. Any invoice not paid by its due date will see its amount increased by 15%. Furthermore, in accordance with Article L. 441-10 of the Commercial Code, any late payment automatically and without prior notice incurs a late penalty equal to the legal interest rate in effect on the date of invoicing, increased by five (5) points, without prejudice to PADULA's right to terminate the violation. In accordance with Article D. 441-5 of the Commercial Code, a flat-rate compensation for collection costs of 40 (forty) € excluding VAT is due automatically, without prejudice to additional compensation upon justification if the incurred costs exceed this amount. Ongoing orders may be suspended or canceled, without prejudice to any other recourse.

8.2. Any compensation or deduction unilaterally made by the Client is treated as a default of payment and incurs the application of the above sanctions.

09Warranty

9.1. For use deemed normal by PADULA, the warranty is limited to the replacement of recognized defective parts, within a period of one (1) year from delivery, without any compensation or damages being claimable. Interventions under the warranty do not extend its duration.

9.2. The costs of removal, reinstallation, and round-trip shipping are excluded from the warranty.

9.3. PADULA cannot be held responsible for any damage not directly related to the delivered goods or services rendered.

10Return of new equipment

10.1. No return of merchandise is accepted without prior complaint to PADULA and without written agreement from them.

10.2. PADULA is not obliged to accept the return of equipment for a reason that is not their responsibility. In case of an accepted return, a 20% discount is applied to the sale price.

10.3. The equipment must, in all cases, be returned freight prepaid.

11Intellectual property

The Client agrees to respect all intellectual property rights of PADULA, of which they declare to have full knowledge.

12Miscellaneous provisions

12.1. PADULA's failure to meet its obligations cannot in any case lead to the immediate termination of the business relationship, delisting, termination of ongoing sales, or resolution of already delivered sales.

12.2. In case of non-performance by the Client of any of their obligations, PADULA reserves the right to apply a penalty of 15% on the amount of the last order and to terminate ongoing orders, without the Client being able to claim damages in this regard.

13Applicable law and jurisdiction

These general terms and conditions of sale are subject to French law. In case of translation into a foreign language, only the text written in French is authoritative. Any dispute relating to the formation, execution, or interpretation of the sales or service contract falls under the exclusive jurisdiction of the courts of the jurisdiction of PADULA's registered office, including in the case of a warranty claim or multiple defendants.