General Terms & Conditions of Sale
Valid from 01.02.2026 to 31.01.2027
1. APPLICATION & OPPOSABILITY
The present General Terms of Sales apply to all product sales by CERATIZIT LYON to professional buyers (hereafter the “Customer(s)”), regardless of the clauses stated in the Customer’s documents.
The Customer placing an order with CERATIZIT LYON implies that they unreservedly and fully agree with the present Terms of Sales, as well as the Terms of Sales of our CERATIZIT LYON website for those Customers placing their orders via our website.
Unless otherwise expressly agreed between the parties, the present Terms of Sales prevail over any other document, particularly over the Customer’s General Terms of Purchase.
These General Terms of Sales constitute the sole base of commercial negotiation between the Parties, according to Article L.441-6 of the French Commerce Code.
2. ORDERS
The sale is agreed upon and the contract deemed as formed (hereafter referred to as the “Contract”) only when CERATIZIT LYON has expressly agreed to the Customer’s order in writing, in the form of an order confirmation sent to the Customer upon their demand, or, failing that, by CERATIZIT LYON carrying out the order to completion. The order may not be canceled by the Customer unless otherwise expressly agreed to in writing by CERATIZIT LYON.
All orders and potential additions to those orders shall be submitted by the Customer in writing (fax, post or email) or through the Customer’s personal account on the CERATIZIT LYON website. No orders formulated orally, in person or over the phone, shall be taken into account.
The addition of further references to backorders will be considered as agreed upon only if expressly accepted in writing by CERATIZIT LYON and will be processed as new orders; as such, freight costs will apply.
The contractual characteristics of the products are those stated on CERATIZIT LYON’s price offers and/or on the purchase orders, accepted by both parties.
The Customer has 7 days, starting from the delivery date, to report a claim regarding visible defects and/or the non-conformity of the goods (not including the delivery of the goods) with respect to their order (particularly in case of the wrong products or quantities being received). After this deadline, the products received by the Customer will be considered as conform to the order’s terms and no claims with regards to visible defects and/or the conformity of the delivered goods will be receivable.
All sales are submitted to these General Terms of Sales, which the Customer declares to have acknowledged and accepted.
3. PRICING AND DISCOUNTS
The applicable prices are those in effect at the time the order is placed by the Customer and/or those displayed on the offer given to the customer by CERATIZIT LYON, only for the duration of validity of said offer. CERATIZIT LYON reserves itself the possibility to modify their price list at any time, with prior notice to the Customer, should the existing Contracts allow it. Any tariff change will be automatically applicable starting from the date indicated on the new pricing.
Unless otherwise expressly agreed upon between CERATIZIT LYON and the Customer, CERATIZIT LYON’s prices are always indicated exclusive of taxes, for unpacked pieces, EX-WORKS (CCI 2010). Hence, prices do not include the costs related to loading, freight, unloading, customs, insurance, all of which are supported by the Customer. Any tax incurred by French law, particularly the VAT at the rate applicable on the date the invoice was issued, will be borne by the Customer.
The discounts granted to the Customer by CERATIZIT LYON are determined based upon the current public prices.
The discount rates are granted by CERATIZIT LYON notably as a function of the Customer’s turnover over the last period, as well as the value of CERATIZIT LYON’s products in stores, and the historic commercial relationship between the Customer and CERATIZIT LYON (where appropriate, see appended table).
The discount rate is subject to yearly revision.
The trade conditions are individual and confidential.
4. DELIVERY
Unless otherwise expressly agreed between the Parties, the delivery is considered as successful once the products have been made available to the Customer by CERATIZIT LYON within its facility, as defined by the Incoterm EX WORKS - CCI 2010 (hereafter referred to as the “Delivery”).
CERATIZIT LYON and the Customer may agree upon EX-WORKS set prices, carriage and packaging paid prices (see table within these General Terms of Sales), or free shipping on backorders.
Delivery times are given for information purposes only and may not lead to any type of compensation.
CERATIZIT LYON does not offer direct delivery to end-customers.
Litigation proceedings regarding Delivery:
- The Customer has forty-eight (48) hours from the time of Delivery to report a claim with CERATIZIT LYON’s customer service: +33 (0)4 78 04 28 47 or contact.agricarb@ceratizit.com
- the Customer must state their precise, significant and complete reservations on the transportation documents.
- The reservations must bear on the goods and the visible aspect of the package. The more precise the reservations, the more indisputable they will be, leading to quicker examination of the claim and possible compensation.
Mandatory details to report a claim:
- State whether some pieces could be “missing” from the package or if the “pallet was delivered opened and damaged”
- Package n° / Order n°
- N° of damaged pallets or missing (ex. 1 damaged pallet out of 3 delivered pallets)
- In case of missing products: quantity and product references
Any claim after this deadline or any missing information will lead to your claim being dismissed.
5. TERMS OF PAYMENT
For new customers, a payment on Pro-Forma invoice is required.
Payment of all invoices is due within a maximum of 30 days, counting from the end of the month following the date of issuance of the invoice.
No discounts will be granted for early payments.
Payment by the Customer of the sums due after the due date appearing on the invoice automatically entails the application of a fixed compensation of 40€ (articles L441-6 paragraph 12 and D441-5 of the commercial code). In the event of a legal and/or regulatory modification of the amount of this fixed compensation, the new amount will automatically replace the one appearing in these General Terms and Conditions. The automatic application of this compensation does not preclude the application of additional compensation for the claim upon justification, in accordance with the above-mentioned text, up to the entirety of the sums which will have been incurred by CERATIZIT LYON, whatever their nature, for debt recovery.
In case of overdue invoices, the amount due will be increased by a late payment penalty equal to three (3) times the legal interest rate per month from the due date.
CERATIZIT LYON reserves itself the right to ship orders through cash on delivery services.
Invoices shall be paid in full; potential credit notes or other deductions (ex: guarantees) granted to the Customer shall be registered and deducted only once CERATIZIT LYON has issued a supporting accounting document.
Should the Customer not comply with the above terms of payment, CERATIZIT LYON reserves itself the right to suspend all ongoing order shipments or to terminate its Contract with the Customer, without prior notice, in addition to any other action that CERATIZIT LYON would be entitled to pursue.
6. GUARANTEES
The products sold by CERATIZIT LYON are guaranteed contractually for a duration of six (6) months from the Delivery date.
Said contractual guarantee only applies to technical defaults of the carbide plates.
No guarantee will be accepted in the following cases: misuse, negligence, lack or absence of maintenance on behalf of the Customer.
The wear, breakage or folding of the pieces are explicitly excluded from the guarantee.
Therefore, any CERATIZIT LYON pieces that have been altered by the Customer and/or a Third Party will not be accepted as part of a guarantee claim (hardfacing, welding…)
Only pieces that have been mounted on and used with CERATIZIT LYON bolting will be accepted as part of a guarantee claim.
Only pieces that still have carbide on them will be accepted as part of a guarantee claim.
Any return of goods shall be discussed and explicitly agreed upon beforehand by our sales and technical teams. Any approved return of goods to CERATIZIT LYON will be organized via a carrier, at the expense and risks of the Customer.
Upon examination of the returned products, CERATIZIT LYON will be the sole judge of the conformity or nonconformity of the products.
In the latter case, the returned product(s) will be accepted as part of a guarantee claim and replaced by a similar or equivalent product. No credit notes will be issued by CERATIZIT LYON.
7. LIABILITY
The full responsibility of CERATIZIT LYON is limited to the damage of property or persons directly caused to the Customer and solely attributable to the products and/or to a contractual non-performance on behalf of CERATIZIT LYON. The liability of CERATIZIT LYON with regards to the products sold to its Customers is explicitly excluded in the case of any indirect and/or non-physical damage, consecutive or not, suffered by the Customer and/or a Third Party, such as operating losses, loss or decrease of revenue, orders, clients, company image, etc. The latter may not give rise to any type of compensation on behalf of CERATIZIT LYON.
The liability of CERATIZIT LYON due to the products sold having caused damage to the Customer or a third party is expressly excluded in the event of misuse, negligence, or lack of maintenance on behalf of the Customer; the same applies for normal wear and tear of the products or any Force Majeure event (as defined in article 12). As such, all of the previous may not lead to any type of compensation on behalf of CERATIZIT LYON.
8. RETURN OF GOODS
Returned unsold catalog products will be refunded at a discounted rate (between 20 and 50%).
The return of custom parts (i.e. parts not listed in the current catalog) and the resulting refund shall be agreed upon upfront between CERATIZIT LYON and the Customer.
9. RESERVATION OF OWNERSHIP
CERATIZIT LYON sells products to the Customer with a clause expressly subordinating the transfer of ownership of the property once full payment of the price in principal and accessories has been received. Consequently, in the event of non-payment, CERATIZIT LYON may repossess the delivered products, in addition to any other action that CERATIZIT LYON would be entitled to pursue.
It is understood, however, that the simple delivery of a document creating an obligation to pay, bank draft or otherwise, does not constitute a payment within the meaning of this clause, the original debt of CERATIZIT LYON on the Client subsisting with all the guarantees which therein are attached, including the retention of title until said commercial document has actually been paid.
The above provisions do not prevent, upon Delivery (see article 4) of the products, the transfer to the Customer of the risks of loss or deterioration of the products subject to retention of title as well as the damage that they could cause.
The Customer must take out insurance covering risks arising from Delivery of the goods.
Until the price has been paid in full, the Customer must individualize the goods delivered under this Contract. Materials in stock are presumed to be those unpaid.
In the event of seizure, or any other intervention by a third party, on the goods owned by CERATIZIT LYON, the Customer must inform CERATIZIT LYON without delay so that the company may oppose it and safeguard its rights.
The Customer further agrees not to pledge or transfer ownership of the goods as collateral.
The Customer is authorized, as part of the normal operation of its establishment, to resell the goods covered by this Contract.
However, should the Customer resell products that have yet to be paid for in full to CERATIZIT LYON by the due date, the latter commits to immediately paying the balance of the price remaining due to CERATIZIT LYON or to inform the sub-purchasers that said goods are the object of an ownership reserve clause and to notify CERATIZIT LYON of this transfer so that CERATIZIT LYON can safeguard its rights and, where applicable, exercise a claim on the resale price against the sub-purchaser.
We reserve the right to make technical modifications and improvements to our products.
10. INTELLECTUAL PROPERTY
Any and all technical documents sent to the Customer by CERATIZIT LYON remain the sole property of the latter, as the sole owner of the intellectual property rights of said documents.
Likewise, the intellectual property rights relating to the products remain the full and own property of CERATIZIT LYON or their rightful right owners. The Customer is given a right of usage of these intellectual property rights, on a purely personal, non-exclusive and non-transferable basis. This right of usage is strictly limited to the use of products and any technical documentation for internal purposes of the Customer, for France, for the product’s lifetime. The Customer commits to not using any of said documents in such a way that could violate CERATIZIT LYON’s industrial and/or intellectual property rights.
11. FORCE MAJEURE
CERATIZIT LYON may not be held responsible for any delay and/or non-performance due to force majeure, as defined by Article 1218 of the Civil Code, or in the event of a strike of its workforce, even if such event does not meet the legal or jurisprudential characteristics of force majeure (hereafter referred to as “Force Majeure”). Furthemore, CERATIZIT LYON’s obligations toward the Customer will be suspended in the event of Force Majeure, until said Force Majeure event has been resolved.
12. GOVERNING LAW AND DISPUTES
These General Terms of Sales and the Contract are governed by French law. The application of the entirety of the Vienna Convention on Contracts for the International Sale of Goods of April, 11th 1980 is expressly excluded.
Should any difficulty or litigation arise relating to the validity, interpretation and/or the execution of these General Terms of Sales, the Parties will try their best to resolve the issue at hand amicably. Should the disagreement persist, the issue will be carried in front of the commercial court of Lyon.