Terms and conditions of sales
Sales of good or services are subject to these Terms and Conditions of Sales, which shall apply when the parties agree in writing or otherwise thereto. When the Terms and Conditions of Sales apply to a specific contract, variations of or deviations from them must be agreed in writing beforehand.
Any order implies the express and unreserved acceptance of each of them, regardless of the Buyer’s terms and conditions of purchase purchasing conditions, which are not enforceable against the Seller. Indeed, the commercial and contractual relation of the parties is submitted to French Law, which provides that Terms and Conditions of Sales can prevail even in the event of existing terms and conditions of purchase from the buyer.
The fact that the Seller does not insist on his strict legal rights and does not apply, at a given time, any article of these Terms and Conditions of Sales, cannot be interpreted as a waiver of subsequent use of said Terms and Conditions.
The information contained in the catalogues, notices and prices are indicative and do not bind the Seller.
When an offer is made, it is considered as specific conditions, which are deemed to modify, supplement or complete these Terms and Conditions of Sales.
The samples provided to the Buyer will be loaned for a period of one month. If the Buyer does not return the samples after the said period, he will be charged for these samples and the Seller will be free to refuse any return of the said samples.
Goods must be returned in good condition, in the original packaging, with the instructions pamphlet provided by the Seller. Otherwise, the samples will be invoiced to the Buyer.
Samples are returned to the Seller at the Buyer’s expense.
Orders are made directly or through a representative. In any case, KRATOS SAFETY is only committed to the extent that they have given a written confirmation after receiving the said order.
To be accepted and registered by the Seller, orders must be of a minimum amount of €150.
Any order must mention, in particular: the quantity of products, type, references, agreed price, terms of payment, place and date of delivery. Any addendum or modification to the order is binding on the Seller only if he has accepted it in writing.
If, on the occasion of a previous order, the Buyer did not fully perform any of his obligations (default or late payment, for example), a refusal to sell may be opposed by the Seller, unless this buyer provides satisfactory guarantees or cash payment. The Buyer is informed that no discount for cash or advance payment will then be granted.
The price list is provided with these Terms and Conditions of Sales. Prices are provided excluding taxes.
Unless the parties agree otherwise, particularly in regards to the amount purchased by the Buyer, the latter will be charged with the cost of delivery, in addition to the amount of the order. The cost of transport is invoiced EXW (Incoterms 2020), from FRANCE.
When the order is confirmed by the Seller, and in the event of a significant variation in the cost of raw materials, the cost of transport and/or currency depreciation, the Seller may revise prices without prior notice.
6/ DELIVERY AND PASSING OF RISK
Delivery delays are generally indicated on the offer or when the order is confirmed by the Seller. They are only indicative and depend in particular on supply conditions.
Any delay in delivery, due to circumstances beyond the control of the Seller, may not give rise to cancellation of the order, penalties or damages.
Fortuitous events or force majeure cover all unforeseeable and insurmountable events. In such circumstances, the Seller will not be held liable in regards to the delivery of the goods exceeding the time limits and contractual conditions. As a result, the Seller may be entitled to either suspend the performance of the contract, or to consider it as cancelled automatically, after information given to the Buyer, under the conditions of article 16 of these Terms and Conditions of Sales.
Any substantial variation in customs regimes such as import or export prohibitions or restrictions, price changes occurring after the conclusion of the contract related to these Terms and Conditions of Sales, and preventing or delaying its execution, is assimilated to a case of force majeure.
When delivery is made by availability, the Seller undertakes to inform the Buyer of the date of provision. The Buyer undertakes to take delivery of the goods within 10 days of the date of availability. After this period, the Buyer will be charged with storage costs.
The mode of transport chosen by the Seller is contractually considered to be the best suited for the delivery of the goods shipped. Any divergence in this regard must be the subject of an express request from the Buyer. Unless otherwise stipulated, transport operations are of the responsibility and expense of the Buyer, who is responsible for verifying upon receipt of delivery the number and condition of the goods delivered.
As mentioned by article 5, the goods are sold EXW (Incoterms 2020), which implies that they travel at the risk of the recipient regardless of the mode of transport or the terms of payment for the transport. In the event of loss, missing, damage or delay, the Buyer must exercise his recourse against the carrier, in accordance with provisions of article L.133-3 of the French Commercial Code, by registered letter, within the following three days of receiving the goods.
8/ RECEIPT OF ORDERS
Delivered goods must be checked within forty-eight (48) hours of delivery. Without prejudice to the obligations to be enforced towards the carrier, the Buyer must inform the Seller by registered letter, within the time limit set above, of any apparent defects or lack of conformity of the delivered goods. After the said deadline, any complaint of any kind whatsoever will be considered inadmissible.
The lack of conformity of part of the delivery does not relieve the Buyer from his obligation to pay the goods for which there is no dispute. Any defect or faulty workmanship recognized after contradictory examination obliges the Seller only to replace, free of charge, goods recognized as defective, to the exclusion of any operating loss or additional damage.
9/ RETURN POLICY
No return of goods will be accepted without the Seller's express and prior written consent. Carriers arriving at the Seller's docks with a return of goods not accepted beforehand by the latter will be automatically refused. If the return of goods is authorized, they must be returned carriage paid (except in cases where the Seller's liability is engaged, where he will proceed to the removal himself), in their original packaging and must be accompanied by a copy of the original delivery note.
10/ PAYMENT TERMS AND PENALTIES
Invoices are payable in cash by check, bank transfer or bill of exchange. Payment terms are indicated on the invoices. Unless the Seller has expressly agreed in advance, no discount is granted to the Buyer.
In the absence of payment by any one of the deadlines, the other deadlines will become immediately due. Any sum – including the deposit – not paid on its due date will automatically produce late interest equivalent to three times the legal interest rate for the current year, as well as the payment of a lump sum of forty (40) euros due for collection costs.
All payments must be addressed to KRATOS SAFETY's head office to be discharged.
11/ PENALTY CLAUSE
As a penalty clause, failure to perform the contract will result in the Seller charging the Buyer with a fixed sum, the amount of which corresponds to 10% of the total of the order, with a minimum of € 500 for each invoice not paid when due. All costs caused by the client's deficiencies will be charged.
12/ CONFIDENTIALITY AND COUNTERFEIT
All studies, plans, photos, drawings, and all documents given or sent by the Seller remain his property; therefore, they cannot be communicated to third parties for any reason whatsoever by the Buyer. The same applies to the Terms and Conditions of Sales and related documents that may be attached to them. Any disclosure made without the express prior consent of the company KRATOS SAFETY will engage the liability of its author.
In accordance with the laws in force, the Buyer is prohibited from reproducing in whole or in part, the Seller's models purchased or seen. Failure to comply with this provision will result in prosecutions. The same applies to the Seller's models, trademarks and advertising documents.
It is also prohibited to transmit to third parties information allowing the partial or total reproduction of these brands and models, in which case the said party or the Buyer would be guilty of counterfeiting by association.
The Seller declines all responsibility and liability for copying or counterfeiting in the event the Buyer provides any model for identical reproduction.
13/ TERMINATION CLAUSE
All orders are accepted in consideration of the Buyer's legal, financial and economic situation of at the time of the order. As a result, if the Buyer's financial situation were to deteriorate between the date of the order and the date of delivery, the Seller would be entitled to either demand payment before delivery or to terminate the sale.
In the event of non-performance, even of only part of these Terms and Conditions of Sale and/or of any contractual agreement between the parties, the Seller will send the Buyer a formal notice by registered letter. If the buyer fails to fulfil his obligation within one month of sending this formal notice, the sale will be automatically terminated.
14/ LIABILITY AND GUARANTEE
The user is responsible for checking the goods before use.
KRATOS SAFETY grants guarantee regarding the sold goods. This guarantee covers all hidden defects from the date of delivery and for a period of six months. The only obligation incumbent on the Seller under the guarantee is, at his option, the free replacement or restoration of goods recognized as defective by KRATOS SAFETY, without any other service or compensation. The interventions carried out under the guarantee cannot have the effect of prolonging its duration. The Buyer will not be able to claim any compensation in the event of the immobilization of the property due to the application of the guarantee.
Exclusions: the Buyer will lose the benefit of legal and contractual guarantees, in particular in the event of:
- abnormal or abusive use of the property;
- repairs or any interventions carried out by foreign persons or not approved by KRATOS SAFETY.
15/ LIMITATION OF LIABILITY
KRATOS SAFETY can be held liable only in the event of proven fault or proven negligence and is limited to direct and material damage to the exclusion of any indirect damage of any kind whatsoever.
In the event that KRATOS SAFETY is held liable, its warranty will be limited to the amount (excluding tax) paid by the Buyer.
16/ FORCE MAJEURE AND FRUSTRATION OF CONTRACT
16.1/ FORCE MAJEURE
Force majeure is an event occurring beyond the control of the debtor, which could not be reasonably foreseen when the contract was concluded and the effects of which cannot be avoided by appropriate measures, and which prevents the execution of its obligation by the debtor. By express agreement, the parties consider that the force majeure regime will fall under the following events, in particular: riots, occupations, war, natural disasters, climatic disturbances, epidemics and pandemics, tooling accidents, transport strikes or any other event comparable to those mentioned above, lock-out, requisition, fire, embargo, power cuts, flood, scrap of important parts during manufacture, interruption or delay in transport or any other cause leading to total or partial unemployment for the company KRATOS SAFETY or its suppliers. This list does not preclude the application of the force majeure regime to events meeting its legal definition.
In the event of the occurrence of an event of force majeure, the Seller may be required either to suspend the performance of the contract, or to consider it as automatically cancelled after information given to the Buyer and a period of 60 days from of the occurrence of the force majeure event.
16.2/ FRUSTRATION OF CONTRACT
In the event of an unforeseeable change of circumstances after the conclusion of the contract, making the performance of said contract excessively onerous for KRATOS SAFETY, which had not accepted to assume the risk, the parties will renegotiate the contract in good faith. The parties agree that the variation in the price of raw materials depriving the execution of the contract of any profitability for KRATOS SAFETY constitutes a case of frustration of contract.
In the event of a frustrated contract, the two parties will agree to renegotiate the contract. If this renegotiation is refused or fails, any of the parties may refer the matter to the judge for the purpose of adapting the contract to the new circumstances and setting new financial conditions for the performance of the contract. The party who refused to renegotiate the contract may be ordered to compensate his co-contracting party.
17/ RETENTION OF TITLE
Delivered goods will remain the Seller's property until effective payment of the full price in principal and accessories.
Non-payment – even partial – of one of the due dates may result in the return of the goods to the Seller, in accordance with Incoterms 2020 EXW. The right of restitution is exercised even in the event of sequestration or judicial liquidation of the Buyer. If KRATOS SAFETY implements its right of return, the sale will be automatically terminated. Notwithstanding Article 1583 of the French Civil Code, the delivery of goods transfers the risks to the Buyer, both for damage to goods and for those caused to third parties. The return of the goods will be at the Buyer's expenses and risks. If the property of the goods is retained and the good(s) given back to the Seller, the deposit paid to the Seller will remain acquired as damages.
18/PERSONAL DATA PROTECTION
Personal data collected from buyers are subject to computer processing carried out by the company KRATOS SAFETY. They are recorded in its customer file and are essential for processing orders. Information and personal data are also kept for security purposes, in order to comply with legal and regulatory obligations. They will be kept as long as necessary for the execution of orders and any guarantees that may apply.
The data controller is KRATOS SAFETY.
Access to personal data will be strictly limited to those responsible for the processing, authorized to process them by virtue of their duties. The information collected may possibly be communicated to third parties linked to the company for the performance of subcontracted tasks, without the authorization of the buyer being necessary.
As part of the performance of their services, third parties have only limited access to the data and are obliged to use them in accordance with the provisions of the applicable legislation on the protection of personal data.
Apart from the cases stated above, KRATOS SAFETY refrains from selling, renting, assigning or giving access to third parties to the collected data without the prior consent of the Buyer, unless it is forced to do so due to a legitimate reason.
If data are to be transferred outside the EU, the Buyer will be informed and the guarantees taken to secure the data (for example, adherence of the external service provider to the "Privacy Shield", adoption of standard clauses of protection validated by the CNIL, adoption of a code of conduct, obtaining an official certification, etc.) will be specified.
In accordance with the applicable regulations, the Buyer has the right to access, rectify, erase and portability of his data, as well as the right to oppose the processing for legitimate reasons. In this regard, the Buyer contact the data controller at the following postal or email address:
- 689, chemin du Buclay, 38540 HEYRIEUX, FRANCE,
The Buyer may file a complaint with the Supplier's personal data protection officer of the National Commission for Computing and Liberties.
19/ DISPUTE AND APPLICABLE LAW
All disputes regarding the application of these Terms and Conditions of Sales, or any contract and any agreement resulting from them, could give rise, concerning their validity, interpretation, performance, termination, in the absence of an amicable agreement, will be subject to the exclusive jurisdiction of the Commercial Court of LYON, FRANCE and its President in matters of summary proceedings.
French law is applicable to these general conditions of sale and to any legal relationship between the parties, and to any dispute that may arise therefrom.
These Terms and Conditions of Sales are written in English. KRATOS SAFETY can provide the Buyer with a French version of its Terms and Conditions of Sales if asked for. In the event that the Terms and Conditions of Sales are translated into one or more languages, and in the event of a dispute, only the French text will prevail.