1- SCOPE OF APPLICATION
These terms and conditions apply to all contracts concluded between the parties, regardless of any clauses that may appear on the client’s documents, including their general terms and conditions of purchase, and cover the following products: Tungsten carbide parts, heavy alloys, and diamond tools.

They are governed by sales law when applied to the delivery of standard products or products predefined by PEDERSEN.

They are governed by the law of contracts or subcontracting when applied to the manufacture of a product based on specifications or a service provision.

2 – STUDIES AND PROJECTS
Studies, projects, plans, and documents of any kind provided by PEDERSEN remain its sole property and may not be communicated or executed without its express consent. They must be returned to PEDERSEN upon request. These are provided as part of an order; if they are not followed by an order, they will be invoiced by PEDERSEN, along with any travel expenses, if applicable.

3 – ORDERS – PRICES

3.1 Definition
An order refers to any order for PEDERSEN’s products listed in its price list and accepted by it, accompanied by the payment of any deposit specified on the order form.

3.2 Modification
Orders transmitted to PEDERSEN are irrevocable for the client, unless written acceptance is received from PEDERSEN.

Any request for modification of the composition or volume of an order placed by a client will only be considered by the supplier if the request is made in writing, including fax or email, and is received by PEDERSEN no later than 8 days after PEDERSEN’s receipt of the original order.

In the event of order modification by the client, PEDERSEN will be released from the agreed-upon deadlines for its execution.

3.3 Prices
Products are provided at the prices specified in the commercial proposal sent to the client. These prices are firm and non-negotiable during their validity period.

Due to the specificities related to the production of its products, PEDERSEN reserves the right to deliver + or – 4% of the ordered products.

For any order below 100€ excluding tax, an additional flat fee of 50€ will be charged for administrative processing fees.

4 – PAYMENT TERMS
The price is payable in full and in one installment within 30 days from the date of invoice issuance.

In case of late payment beyond the deadline set above or after the due date on the invoice, late payment penalties will be automatically applied. These penalties will be calculated based on the total amount due, at the legal interest rate increased by 1.5% per month of delay. These penalties will be automatically and fully acquired by PEDERSEN, without any formalities or prior notice, without prejudice to any other actions that PEDERSEN may take against the buyer.

In case of non-compliance with the payment terms outlined above, PEDERSEN also reserves the right to suspend or cancel the delivery of current orders from the buyer.

No discount will be accepted for early payment.

5 – DELIVERIES
Products purchased by the buyer will be delivered within the agreed timeframe, which begins when PEDERSEN receives the corresponding signed order form.

A receipt of the order will be provided by PEDERSEN, and a confirmation of the delivery date within + or – 5 days will be communicated to the buyer by the sales administration after receiving PEDERSEN’s planning.

This timeframe is not a strict deadline, and PEDERSEN cannot be held responsible for delays in delivery.

Delivery is considered completed at PEDERSEN’s factories. Goods travel at the buyer’s risk. The buyer is responsible for the transport costs and risks.
If the client has arranged and paid for transport, the client will bear all financial consequences of any direct actions taken by the transporter against PEDERSEN.

The buyer is required to check the apparent condition of the products at delivery. In the absence of any express reservations by the buyer upon delivery, the products delivered by PEDERSEN will be deemed to conform in quantity to the order.

The buyer will have 48 hours from delivery and receipt of the ordered products to issue such reservations in writing to PEDERSEN.

Any product non-conformity must be reported to us within a maximum of three months.

No claim can be accepted if these formalities are not respected by the buyer.

PEDERSEN will replace, as soon as possible and at its expense, any products found to be non-conforming, as duly proven by the buyer.

PEDERSEN will not accept any returns of goods without prior agreement.

6 – PACKAGING
Packaging is always charged to the client and is not taken back by the seller. In the absence of special instructions, the packaging is prepared by the seller in the best interests of the client.

7 – RETENTION OF TITLE
Ownership of PEDERSEN’s products will only transfer to the buyer once the full price has been paid, regardless of the delivery date of the products. Any deposit paid by the buyer will remain with PEDERSEN as compensation.

However, the transfer of risk for loss and damage to the products will occur upon delivery to the buyer.

8 – SUPPLIER LIABILITY – WARRANTY
PEDERSEN guarantees, in accordance with legal provisions, the buyer against any hidden defects due to material, design, or manufacturing defects affecting the delivered products and making them unsuitable for use.

No warranty is provided in case of improper use, negligence by the buyer, normal wear and tear, or force majeure.

PEDERSEN will replace or repair products or parts deemed defective.

PEDERSEN’s obligation does not apply in the case of defects resulting from materials supplied by the client or a design imposed by the client.

9 – FORCE MAJEURE
Neither party to this contract will be held responsible for any delay or failure to fulfill any of its obligations under the contract if such delay or failure is directly or indirectly due to a force majeure event, broadly understood as:

• Natural disasters;
• Earthquake, storm, fire, flooding…
• Armed conflict, war, conflict, terrorist attacks;
• Labor disputes, full or partial strike at the supplier’s or buyer’s company;
• Labor disputes, full or partial strike at suppliers, service providers, carriers, postal services, public services, etc.;
• Imperative injunctions from public authorities (import bans, embargoes);
• Operational accidents, machine breakdowns, explosions.
  Each party will promptly inform the other party of the occurrence of a force majeure event. If the duration of the hindrance exceeds 10 working days, the parties must meet within the following 5 days to consider in good faith whether the contract should continue or terminate.

10 – DISPUTES
ALL DISPUTES ARISING FROM THIS CONTRACT, INCLUDING ITS VALIDITY, INTERPRETATION, EXECUTION, TERMINATION, CONSEQUENCES, AND FOLLOW-UP, WILL BE SUBMITTED TO THE LYON COURT.

11 – APPLICABLE LAW
By express agreement between the parties, this contract is governed by French law.

12 – BUYER’S ACCEPTANCE
These general terms and conditions are expressly agreed and accepted by the buyer, who declares and acknowledges full knowledge of them and waives any contradictory documents, including their own general terms and conditions of purchase, unless expressly agreed otherwise between the parties.

General conditions of sales and purchases