ARTICLE 1 – Scope of Application
These general terms and conditions of sale constitute, in accordance with Article 88-4 of the European Constitution and Article L 441-6 of the French Commercial Code, the sole basis for the commercial relationship between the parties for products sold within mainland France and the French overseas territories. They are intended to define the conditions under which PESMETAL SP ZOO supplies to professional buyers who request it, either directly or via a paper-based support, the products manufactured and marketed by PESMETAL SP ZOO, hereinafter referred to as “the Products.”
They apply without restriction or reservation to all sales concluded by PESMETAL with buyers of the same category, regardless of any clauses that may appear on the buyer’s documents, including their general terms and conditions of purchase.
In accordance with the applicable regulations, these General Terms and Conditions of Sale are systematically communicated to any buyer who requests them, to enable them to place an order with PESMETAL.
Any order for Products implies acceptance by the Buyer of these General Terms and Conditions of Sale.
Offers, quotes, and commercial proposals are only valid during their period of validity. After this period, PESMETAL may change the conditions related to the payment of goods, manufacturing lead time, price, or technically evolve its offers, quotes, or commercial proposals based on standards and technical developments.
ARTICLE 2 – PRICES
The products are supplied according to PESMETAL’s prices in effect at the time the order is placed, and if applicable, in the specific commercial proposal sent to the Buyer. These prices are fixed and non-negotiable during their validity period as indicated in the offer presented by PESMETAL.
All our prices are determined based on the technical characteristics of the products as specified in the description included in the quote.
ARTICLE 3 – Orders – Modifications – Cancellations
3.1 Orders:
Orders are “subject to” acceptance by PESMETAL, and its refusal must be justified within 7 business days of receiving the order.
Each order gives rise to the execution of manufacturing plans by PESMETAL, specifying the type of profile or sheet used, the manufacturing dimensions, hardware accessories, and finishes: glazing specifications, color, corrosion treatment, etc.
These execution plans must be returned signed, dated, and marked “APPROVED” for production to proceed.
Only validated execution plans will serve as the definitive documents validating the order and all technical specifications.
3.2 Order Cancellations:
Cancellation of an order, even partial, can only be obtained with the express written consent of PESMETAL. In the event of cancellation, the time spent as well as all cancellation fees and procurement costs will be charged to the Buyer. For any reason other than force majeure, any deposit paid with the order will be automatically acquired by PESMETAL and cannot be refunded. If no deposit has been paid, an amount equal to 30% of the total price excluding taxes of the ordered products will be owed to PESMETAL.
ARTICLE 4 – PAYMENT TERMS
4.1 Payment Terms:
The price is payable in full in one lump sum, net and without discount, with any deposit deducted, unless otherwise specified.
4.2 Late Payments – Penalties:
In the event of non-payment 5 days after the agreed date, late penalties will be automatically and rightfully applied at a rate equal to 1.5 times the legal interest rate, without prior notice or formal reminder.
The Buyer in a late payment situation is automatically liable to PESMETAL for a fixed recovery fee of 40 euros in accordance with Article D 441-5 of the French Commercial Code.
In the case of late payment, PESMETAL also reserves the right to suspend the delivery of all ongoing orders from the Buyer.
Under no circumstances can a delay in delivery of the Products be invoked by the Buyer as justification for late payment.
ARTICLE 5 – Retention of Title
PESMETAL retains full ownership of the products sold until the full payment of the invoiced price is made. Until this date, the product is considered as consigned, and the Buyer bears the risks of any damage that the product may suffer or cause for any reason.
Until full payment, the products cannot be resold without PESMETAL’s consent. In the event of non-compliance with payment deadlines by the Buyer, PESMETAL may demand, by simple registered letter, the return of the products at the Buyer’s expense until the Buyer fulfills all their obligations.
ARTICLE 6 – Delivery
The products purchased by the Buyer will be delivered to the location and within the time specified in the order acknowledgment issued by PESMETAL, as indicated in Article 2.1 of these General Terms and Conditions of Sale.
This time frame, given in weeks, is provided by PESMETAL based on the information available to schedule the production of the products.
This timeframe does not constitute a strict deadline.
PESMETAL, having internal logistics within the company, takes full responsibility for the products until they arrive at the delivery point. The Buyer receiving the goods is responsible for unloading at their own risk and ensuring that all necessary equipment for handling is available.
The Buyer must inspect the apparent condition of the products before unloading and mark any comments on the international goods exchange letter CMR.
If no express reservations are made in writing along with the CMR, the products delivered by PESMETAL will be deemed compliant in quantity and quality with the order.
No claims will be accepted if the Buyer fails to meet these formalities.
The delivery location is the company’s registered office that validated the order. Alternatively, we can deliver to the construction site, subject to a 50-euro charge. The covered area for this service is within a 30 km radius (distance from the headquarters to the site). For distances beyond this, we will need to provide a travel quote based on the distance and access type.
Our products are stored on pallets (stillages), which are refundable. We are obligated to retrieve them within 30 days of delivery. If this deadline is exceeded, we will send an invoice for the pallet return.
ARTICLE 7 – Supplier’s Responsibility – Warranty
7.1 Warranty Nature:
The products delivered by PESMETAL benefit from a contractual warranty of 1 year from the date of delivery.
The warranty is indivisible from the product sold by PESMETAL. The product cannot be sold or resold altered, transformed, or modified.
7.2 Implementation:
To enforce its rights, the Buyer must notify PESMETAL in writing about any defects within a maximum of 3 days from discovery.
The warranty is expressly limited to the free replacement of the defective part, with no contribution from PESMETAL towards dismantling, reassembly, repainting, or other trade costs.
This warranty does not cover labor costs.
PESMETAL provides the Buyer with installation instructions regarding specific standards such as Fire-resistant, Bulletproof, Anti-burglary, and Thermal norms. The Buyer’s professional responsibility is to comply with these and general DTU installation guidelines.
The replacement of defective products or parts does not extend the warranty period.
7.3 Exclusions:
The warranty does not apply if the products have been used abnormally or in conditions other than those for which they were manufactured, especially in case of non-compliance with the usage manual.
It also excludes deterioration or accidents caused by shock, fall, negligence, lack of monitoring or maintenance, or product transformation.
No warranty will be granted by PESMETAL in the following cases:
ARTICLE 8 – INTELLECTUAL PROPERTY
“The PSL brand is a registered trademark. PESMETAL retains all industrial and intellectual property rights related to the products, photos, and technical documentation, which cannot be communicated or executed without written authorization.”
ARTICLE 9 – DISPUTES
All disputes arising from this contract, including its validity, interpretation, execution, termination, consequences, and follow-up, will be submitted to the Commercial Court of KATOWICE.
ARTICLE 10 – Applicable Law – Language of the Contract
By express agreement between the parties, these General Terms and Conditions of Sale and the associated purchase and sale operations are governed by European law, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980.
They are written in both French and English.
ARTICLE 11 – Buyer’s Acceptance
The Buyer expressly agrees to and accepts these general terms and conditions of sale as well as the associated pricing and discount schedules, acknowledging full understanding and waiving any contradictory documents, including their own general terms and conditions of purchase.
