Terms and Conditions of Sale and Delivery
At PSD Aero, we place great importance on transparency and customer satisfaction. Our terms and conditions of sale and delivery are designed to ensure a clear and hassle-free purchasing experience.
Document last updated on: June 15, 2023.
The terms and conditions mentioned here are extracted from the document available for download on the "Client" page. In case of any discrepancies, the version of the downloaded document will prevail.
1. GENERAL PROVISIONS
The following terms and conditions of sales and delivery define the rights and obligations of the company PARIS SAINT-DENIS AERO (the "seller") and their customers (the "buyer"). These rights and obligations are applicable to all contracts (the "contracts" or "purchase orders") between the parties for the selling of products and/or services of the Seller (the "product"), under the provisions of particular conditions, amendments or modifications added to the following terms and conditions of sales and delivery, written agreement between the parties in the case of a particular order. Excepted when such derogations are negotiated on a case by case basis, the following TCSD have the vocation to manage the relation between the parties on an exclusive and exhaustive manner. As such, they cannot be replaced or modified in all or part by contrary stipulations figuring on the only documents of the buyer as Buying General Conditions, that are in theory inapplicable in totality to the commercial relations between the parties concerning the products.
The buyer admits when sending the PO, having taken into account and accepted without reserves our Terms and Conditions of Sales. All contrary clause written in the order of the buyer and not accepted in a written way is deemed without effect.
The purchase orders will be treated in the frame of a certified EN 9120 organization.
2. SALES CONTRACT FORMATION
2.1 - It is the full responsibility of the buyer to accompany its PO with a technical specification, which defines the specifications of the product, the pieces to realize, or all other indication required for the manufacturing of the product.
2.2 - Unless if the validity of the offer is expressed in another way, the said offer is firm and irrevocable only for a delay of 15 calendar days after its emission date. After this date, the offer is not committing the seller anymore unless its written agreement is received. The offer is not committing the seller if the product has been sold meanwhile.
2.3 - Each offer has been made for the supply of an indissociable whole of different products as detailed in the offer, unless derogation granted by the seller.
2.4 - All orders sent to the seller is engaging the seller if the order is conformed with its last offer.
3. DELIVERIES - PRODUCT RECEPTION
3.1 - The products bought by the Buyer will be delivered in the indicated delay of the particular conditions.
3.2 - The delivery will be made to the address mentioned in the purchase order.
3.3 - In case of particular demands of the buyer concerning the Packing conditions or transport conditions of the purchased products, duly accepted in a written way by the seller, the costs incurred will be invoiced separately, on cost estimate previously accepted by the buyer.
3.4 - The buyer is required to make sure of condition and number of products at the delivery. In the absence of reserves or complaints concerning detectable vices or non-conformity of products delivered with the order, expressly issued and formulated by the buyer, by registered letter with recorded delivery in a delay of 15 days after delivery, products delivered by the seller are considered conform in quantity and quality with the order (after this period and conform with Article 1642 of the French Civil code, the buyer is considered having accepted eventual detectable vices presented by the product). The buyer will join to its reserves and claims all documentary evidences relative to it. No claim will be accepted if these formalities and delays are not respected by the Buyer. The Seller will replace as soon as possible and at its expenses, the products delivered which detectable vices or lack of conformity have been duly proved by the Buyer. The products will be delivered after prior, written permission.
4. LATE DELIVERIES
4.1 - The contractual deadlines can be extended for any causes which have placed the Seller in the impossibility to perform its obligations, in particular in case of act of God. In the definition of the present GTSD, act of God means any event which cannot be controlled by the Seller, in particular a strike, an embargo, a tooling accident, a riot, a war, a natural disaster, a fire, etc... or any event like bad weather, supply problems, accidental stop of production, unpredictable evolution of the market, etc.
4.2 - Except other explicit qualification, the Parties understand as "late penalties" or all other similar designation, when specified, the liquidated lump sum compensation by the Seller for the loss affecting the Buyer in case of late delivery. In case of late delivery of a product, and when a penalty clause has been agreed between the parties, this penalty clause applies only to the products concerned with late delivery.
4.3 - If the order foresees specially a penalty clause, this clause is only applicable and due if the delay is only attributable to the Seller or to its subcontractors, on a prior written demand of the Buyer, and only after a grace period of 15 calendar days. While this grace period, the Buyer cannot charge the Seller with any late penalties, and cannot affect the Seller with any other financial sanction because of its only delay. The maximal amount of the penalty cannot exceed 5% of the price without tax of the late product of the corresponding order. Furthermore late penalties foreseen are exclusive of all other compensation and are consisting of the maximum sum due by the Seller for the loss affecting the Buyer in case of these late deliveries.
4.4 - In any case, a late delivery cannot justify the order cancellation.
5. EXTENSION OF DELIVERY TIME ON CUSTOMER'S INITIATIVE
In case of extension of delivery time, on the request of the Buyer, the Buyer will have to support possible costs of storage and handling, due dates of payment are then determined after the day when products are made available in our workshops.
6. RESPONSABILITIES
Unless otherwise stated and agreed with the Buyer with acceptation of the order, our products are to be sold "EXW" our works, packing invoiced in addition (Incoterms 2010 of the International Chamber of Commerce).
7. RETENTION OF TITLE CLAUSE (LAW N° 80335 FROM THE 12th OF MAY 1980)
7.1 - The Seller or their assigns specifically reserve themselves the property of delivered and designed products until integral payment with its interest rate has been made. In default of any payment in the agreed terms and fifteen days after an unsuccessful demand, by registered letter with recorded delivery, the present sale will be resolved of Right if the Seller is deciding it.
7.2 - The products stay as the property of the Seller until total payment of their price. It is absolutely forbidden for the Buyer to dispose of them to resale or to transform them.
Nevertheless, just for tolerance, the Seller authorize, right now, the Buyer to resale (or transform) the designated products (or a part of them, precisely individualized) under the condition that the buyer pays, as soon as products are resold, all price staying due, corresponding amount being secured for the Seller in conformity with article 2071 of the Civil Code, the buyer becoming simple valuable agent.
8. RISKS TRANSFER
Products will stay the property of the Seller until total payment of their price has been made but the Buyer will be responsible for them as soon as the material has been delivered, transfer of possession leading to transfer of risks. The Buyer is committing himself as a consequence to place an insurance contract right now, with any particular insurance company, to guarantee risks of loss, theft, or destruction of designated products.
9. PRICE
9.1 - Prices are: net, without tax and without other rights. Unless otherwise stated understood with the Buyer when order is accepted, our products are sold “EXW” our works, packing invoiced in addition (Incoterms 2010 of the International Chamber of Commerce).
9.2 - All increase of rights, taxes, stamps after conclusion of the order, is to be borne by the Buyer, even in case of sale as "acquitted rights".
10. PAYMENT
10.1 - Payments of our products have to be made net and without discount to the Headquarters of our company, by bank transfer or all other means of payment 60 days net date of invoice or 45 days end of month date of invoice, unless concession is accepted by the Seller.
10.2 - Default of payment with their original term of maturity, or to an extended term in case of agreement between the parties, one only payment (no novation can be opposed to the Buyer, as all extensions intervene with its demand and with its only interest) will lead to immediate payability of all resting due sums.
11. GUARANTEE AND CIVIL LIABILITY
11.1 - Responsibility of seller is limited to execute products conforms with plans and specification prescriptions agreed between the parties.
11.2 - Seller’s responsibility is not extending to conception or definition of pieces and products, The Buyer keeps the entire responsibility of the industrial result of the product. All responsibility linked to mistakes or gaps concerning the specification is falling to the Buyer. Unless written opposite agreement, all responsibility linked to the choice of the product falls to the Buyer.
11.3 - In a case of a recognized defective product, the Seller will be held in all hypothesis to repair or to replace simply and purely this only product, by using logistical means following its own judgment and without any compensation of no kind. All imperfections resulting from a stocking or a use of the product by the Buyer or the customers in abnormal conditions or in a non-properly way are excluded. All repair without the agreement of the Seller on a product, even recognized with defect, lead to the loss of all guarantees and also to any right of recourse against the Seller. Guarantees defined above are covering only the repair or the replacement by the Seller of the delivered products recognized with defect by the Seller. Products have to be delivered by the Buyer without freight cost, packing cost, assembly, disassembly, and all other costs, that are always staying at the charge of the Buyer. The Buyer will never accept any return of products without any written agreement received before.
11.4 - In all hypothesis, for a given order, compensation due with the Civil liability of the Seller when considering damages probably generated by the delivered products is limited to eight (8) times the net value invoiced for the offending products. The Customer gives up all compensation above for its own account and for the account of their insurer, which is analyzed as a financial limit of responsibility. It means, in case of partial staggered delivery, this responsibility limit and financial compensation is applicable per calendar year and stipulated as a benefit for the Seller, its respective managing staff, employees, and guarantors, as for its insurers' beneficiaries. In all cases, the Seller will not be held responsible for indirect or immaterial damages, eventually supported by the Buyer.
11.5 - The Seller will be exempted with full right of all contractual responsibility if the Buyer did not provide to the Seller in the right timing all necessary documents to fulfill the order or if the Buyer provided wrong documents that did not allow executing the order in a proper way. In this case, the parties will meet and discuss to amend the order to solve the situation. This modification will be reflected in the evolution of prices and delivery time.
11.6 - Unless a guarantee or penalty clause is agreed when the order is accepted, it is understood that the repairing amount that could be asked to the Seller by the Buyer or by any other person for a product aiming a nuclear use (in an irradiated zone) and recognized defective after contradictory checking of the decontaminated product will be calculated excluding indirect losses like commercial and financial loss, all decontaminating costs, the extra work because of the work to be done in an irradiated zone, extension of delays due to these work techniques. The Buyer, if not the final customer, will cover these costs. The so-called defective pieces will be presented to the Seller decontaminated, the Buyer covering decontamination costs, if not the final customer.
11.7 - In case of nuclear damages, being material or physical, that are due to a mistake in the products of the Seller, Seller's responsibility cannot be proved by anybody and at any places. In the legal framework where the product is to be installed, the Buyer will organize that no claim will be exercised against the Seller for such damages. In the case when such claim will be exercised against the Seller, the Buyer will guarantee him and will substitute himself for the Seller for any payment, whatever the principal amount, interests, and costs.
11.8 - PSD is engaged to provide a solution closest to the initial need. PSD could have to engage transformations to answer the needs. PSD takes under its responsibility activities managed by PSD to be able to solve the obsolescence. The validation process is the responsibility of the customer.
12. QUALITY - QUANTITY - WEIGHT
12.1 - All products or services from PSD Aero are provided with a delivery note and a declaration of conformity according NFL 00-015C. On customer demand an inspection certificate 3.1 according EN 10204 is provided.
12.2 - Unless price is understood in number of items, all products are sold by weight, and all quantities will be invoiced by weight.
All contests justified on another method to measure the quantity cannot be received.
12.3 - Whatever delivery agreed in weight or in length or in number of items in bulk, the Seller reserves himself the possibility to deliver a quantity, a little bit different from the quantity written on the order, this difference staying in the tolerance of + or – 10 %.
13. REACH
13.1 - In compliance with the REACH Regulations n° 1907/2006, the Buyer commits himself to communicate to the Seller all uses that he considers, identified by his own customers or if necessary by the Downstream Users.
13.2 - He will make sure, in the limit of his obligations, to be compliant with the REACH Regulation, that the contained Substances in or composing the product made or imported by its own suppliers are or will be Preregistered or Registered by them in the required delays taking into account identified Use by the Buyer. In any case, the Buyer will not be able to search the Seller’s responsibility when a supplier made a mistake towards compliance with REACH Regulations, leading to an impossibility for the Seller to supply the products temporally or definitely.
13.3 - If a Substance contained or composing the sold Product became later subject to Authorization or to Restriction, the Seller will inform the Buyer. The Seller and the Buyer will meet in the best delays to analyze availability of replacing solutions, to study risks involved and their technical and economical feasibility and to consider contract follow-up actions (following of its execution, continuity of its utilization by the customer). In any case, the impossibility to pursue contract execution, temporally or definitive, because of a Restriction or an absence of Authorization for the Substances contained or composing the product, produced or imported by the Seller or one of its own suppliers, will be considered as an act of God exempting the Seller of all responsibilities relative to execution impossibility.
14. DUAL-USE GOODS
The customer commits himself to supply the necessary information to make a Dual-Use goods declaration entering in the Dual-Use goods French Legislation.
15. RECEIPT- RETURN - COMPLAIN
15.1 - The Buyer is considered having made incoming checking of the products in a time lapse of fifteen (15) days after delivery date initially agreed. After this period and in conformity with Article 1642 of the French Civil Code, the Buyer is considered as having accepted possible detectable vices presented by the product.
15.2 - All claim has to be sent to the commercial manager of the Seller in charge of the following of the Buyer or To the responsible of the Quality service of the Seller. All products returned by the Buyer have to be sent to the Seller having delivered the products. All risks linked to product return are the responsibility of the Buyer until definitive arrival in the mills of the Seller.
15.3 - The defect has to be established in a contradictory manner. If proven, the Seller reserves the possibility to treat the said defect in the three following manners:
a) by replacing the defective Products in the plants of the Buyer,
or b) by the Sellers repair in his plants
or c) by reimbursing the invoiced price and paid by the Buyer for the recognized faulty product; in the manners b) or c) the replaced or reimbursed product become again if necessary and if chosen by the Seller his own property.
16. TOOLING / PROTOTYPE
16.1 - In the case of pieces requiring equipment, participation of the Buyer to finance studying, creation, producing costs and development of tooling will be invoiced before in a separate order.
16.2 - It is understood that the financial participation of the Buyer to tooling costs gives him only a right to use the said tooling in the plants of the seller for the needs of the order execution and that the Seller keeps entire property of the tooling.
16.3 - In that capacity, the tooling’s created for the needs of the Buyer stay physically in all circumstances in the works of the Seller and are uncatchable, unreachable, and intransferable.
The Seller reserves the right to scrap the tooling without prior notice, in case the Seller did not receive any sufficient order in the last two years time justifying the assembly.
16.4 - When tooling is supplied by the Buyer, the Seller does not guarantee their operating life. Furthermore if the Seller judges necessary to modify the tooling for the good production of pieces, costs are charged to the Buyer. The Buyer will replace the tooling when needed by the Seller.
16.5 - The Buyer agrees to take any and all arrangements necessary to avoid any prejudice or allow third parties to cause prejudice on the Seller intellectual property rights on tooling, prototypes and information related to this tooling and/or prototypes, and to mark the tooling and/or prototypes and/or documents, samples following instructions specified by the Seller, excluding its own marking.
17. ACCESS RIGHTS ON SELLER’S SITES
17.1 - The Buyer should send a written request to the Seller one month before organization of its visit.
17.2 - Any intervention will be made with the single goal to check the proper execution of the Buyer’s order, limits will be defined so as to protect Seller’s know-how and right of third parties. The cost for the Seller for such interventions shall not exceed reasonable frame of operations defined with the contract formation.
18. SUBCONTRACTING
The Seller reserves the right to transfer all or part of the order to one or several subcontractors chosen and duly selected by him or imposed by the Buyer.
19. CONFIDENTIALITY ET INTELLECTUAL PROPERTY
19.1 - The documents transmitted by the Seller as price offers, quality maps, specifications, qualification files, and all documents made by the Seller remain the seller’s intellectual property and can not be transmitted to third parties before having received the written agreement from the Seller.
19.2 - Data given in the certificates of control and conformity, individually delivered, are exclusively delivered to demonstrate the conformity of the delivered product. Any result of statistical analysis, whatever its author, made from the compilation of these data remains the vendor property and shall not be transferred to third parties.
19.3 - The Buyer warrants the Seller against all third parties claims on intellectual property regarding information that the Buyer gave to the Seller or that the Seller uses on the Buyer’s request in the frame of order processing. The Buyer commits to undertake all consequences (including defense costs) and financial condemnation that might result for the Seller. These guarantees and obligations arising therefrom will stay effective as long as delivered products will be subject to industrial and commercial use.
19.4 - Unless otherwise agreed between the two parties, the Seller keeps the whole and entire intellectual property of all studies results, developments, and/or services realized for the order, including in particular all interventions, documents, softwares, material (ingots, samples, prototypes…), all information, data, and specific know-how, created and obtained by the Seller before and during the order processing (hereafter "the results").
20. CANCELLATION - TERMINATION
20.1 - The Buyer shall never ask for any compensation, legal action in termination or cancellation of all or part of the order because of a single late delivery, the non-compliance of the process, an act of God or any other external causes or a third-party's act that put the Seller in the incapacity to fulfill its obligations.
20.2 - The contract can be terminated in accordance with the law by the Seller if the Buyer is in bankruptcy or liquidation proceedings. It also shall be the same case if there is a change in the legal situation of the Buyer that should undermine its solvency. The termination of the contract shall not affect the debts already due between the parties.
20.3 - Any order termination or partial or complete unilateral cancellation, by the Buyer during its process for reasons of its own, will oblige the Buyer to pay immediately a financial compensation to the Seller. The amount will depend directly, in application of the following scale, on the moment that the Buyer has chosen to terminate or cancel all or part of the concerned orders regarding the initial delivery planning. This compensation intends to cover the injury linked to block-space, loss of important commercial opportunities, administration costs.
Table of financial compensation :
20.4 - However, and what may be the cause of the termination of one or several orders, due or not to the Seller, the Buyer should always accept the delivery and pay the products manufactured and stocked or in manufacturing process at time of termination and pay back the Seller, showing the relevant receipts, and also take responsibility and compensate without delay the Seller for any amount that this one would have to pay to its own providers or subcontractors regarding some possible contract cancellation or orders. The advance eventually received by the Seller for the terminated order shall be maintained in all cases and there will be no refund possible to the Buyer or any compensation from him.
21. JURISDICTION – APPLICABLE LAW
The standard conditions of this contract are controlled by the French law. Both parties agree that in case of dispute regarding the interpretation and /or demands and /or terms of orders, they shall act, where possible, to settle the matter amicably.
Any dispute that cannot be resolved amicably will be handled by the exclusive jurisdiction of the Senlis court.