Terms & Conditions of Sale

Where used in these terms and conditions of sale:

“Affiliate” means, in relation to the Seller, any entity which directly or indirectly controls the Seller or which is controlled directly or indirectly by the Seller or which is controlled directly or indirectly by an entity controlling the Seller; the terms “control”, “controlled” and “controlling” shall be interpreted in accordance with the provisions of article L. 233-3, I and II of the French Commercial Code;

“Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;

“Contract” means the contract for the purchase and sale of the Goods;

“Force Majeure” means any event, which (i) is unforeseeable, (ii) cannot be overcome and (iii) is beyond the control of the Seller, and which (iv) prevents, delays or hinders the proper performance of the Seller’s obligation(s), and includes without limitation, any acts of war, terrorism, riot, fire, floods, earthquakes, explosions, epidemics, pandemics, strikes, lockouts, breakdowns, accidents of any kind or any other causes which are beyond the reasonable control of the Seller; 

“Goods” means the goods (including any installment of the goods, related services or any parts of them) which the Seller is to supply in accordance with these Terms and Conditions;

“Purchase Order” means Buyer’s written (e.g. wet ink, or electronic mail means of communication) order for Goods and shall include any order that Buyer places online through the Webshop; 

“Seller” means Turck Banner S.A.S whose registered office is at 1, rue Irène Joliot Curie, 77700 BAILLY ROMAINVILLIERS, registered with the trade and companies register of Meaux under number 311 361 570; 

“Terms and Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller; 

“Webshop” means the Goods ordering via Turck Banner SAS Webshop operated by the Seller currently located at the following URL: https://www.turckbanner.fr and https://www.turckbanner.com/fr. 

Any reference in these Terms and Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation. 

The term “include”, “including” or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

Goods are sold FCA (Incoterms 2020), Seller’s warehouse: Mulheim, Germany or Mysłowice, Poland.

Every Contract between the Seller and the Buyer shall be subject to the Terms and Conditions to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. No additional or alternative terms or conditions or any alteration to these Terms and Conditions proposed by the Buyer contained or referred to in a Purchase Order or other form submitted to the Seller shall be deemed to apply unless they are expressly accepted in writing by the Seller with respect to that Purchase Order. Similarly, no variation to these Terms and Conditions shall be binding unless agreed in writing between the Buyer and the Seller. 

The Buyer shall be deemed to have accepted these Terms and Conditions by the earlier of: (i) submitting a Purchase Order to the Seller, or (ii) accepting Goods from the Seller. 

Notwithstanding the foregoing, the Buyer agrees that the Seller’s provision of a price quotation, price list or any other information shall not be considered an offer by the Seller to sell Goods at those prices or subject to any other terms and conditions. Only a Purchase Order submitted by the Buyer shall constitute an offer to contract subject to these Terms and Conditions, however, a Purchase Order shall not be deemed a Contract unless and until the earlier date upon which: (i) written confirmation is provided by the Seller, (ii) a Purchase Order placed through the Webshop is confirmed by the Seller via email, or (iii) the Seller proceeds with the fulfilment of the Purchase Order. 

Purchase Orders are firm and final as of the date of their acceptance by the Seller, as indicated above. As of that date, the Buyer may no longer cancel the Purchase Order and shall be required to pay the price of the Goods indicated in the Purchase Order.

The Buyer is responsible for ensuring that the terms of the Purchase Order are complete and accurate.

The Seller’s Goods are not intended for personal or consumer use. Buyer confirms that the Goods are not purchased for personal use and that the Buyer is not a “consumer” as defined by applicable consumer protection laws and regulations. Buyers wishing to submit Purchase Orders are requested to provide their VAT identification number. 

The specifications for the Goods shall be those set out in the Seller’s published specifications unless varied expressly in Purchase Order (if accepted by the Seller). 

The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance. Changes made to the specification of Goods between the date of the Purchase Order and the date of delivery, in accordance with this clause, shall not constitute grounds for the Buyer to cancel the Contract or the Purchase Order. 

Prices in force are expressed in Euro and are exclusive of VAT and shipping. 

The price for Goods supplied shall be the price set out in Seller’s price list or on the Webshop as at the date of confirmation of the Purchase Order by the Seller.

Where the Seller has quoted a price for the Goods other than in accordance with the Seller's price list or the prices on the Webshop (or where the Goods in question are not on the Seller’s price list or the Webshop), the price quoted shall be valid for the period of time specified by the Seller in writing.

Purchase Orders placed through the Webshop

Buyer can choose payment by invoice or direct online payment. 

The available methods for direct online payments are listed at the time of checkout.

When payment is made by credit card, prepaid card, or another direct online payment method, the purchase price as well as the additional costs (shipping costs and taxes) which are listed in the order confirmation email will be charged upon confirmation of payment. 

When request is made by the Buyer for payment by invoice, the provisions set out in the paragraph below (Other Purchase Orders) shall apply. 

The Seller will issue an invoice on the basis of the Buyer’s information provided in the Purchase Order. 

Other Purchase Orders 

Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall invoice the Client on or at any time after delivery of the relevant Goods to the delivery point referenced under Section II above and, for any related services, the completion of the performance of the Services. 

Payment for Goods shall be made by the Client within thirty (30) days from the date of the invoice or as otherwise agreed in writing between the Seller and the Buyer.

Invoices shall be payable either by direct bank transfer into the account, details of which shall be mentioned on the invoice, or as otherwise agreed in writing between the Seller and the Buyer. 

General terms applicable to all Purchase Orders: 

If the Buyer fails to make any payment on the due date, then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

• charge late payment interest on the outstanding amount, at a rate equal to the interest applied by the European Central Bank to its most recent main refinancing operation plus ten (10) percentage points; in addition, a lump-sum compensation for recovery costs, in the amount of forty (40) euros, shall be due automatically and without prior notification by the Buyer in case of late payment in compliance with the provisions of article D. 441-5 of the French commercial code; 

• cancel the Contract, suspend any further deliveries or suspend the provision of the related services to the Buyer;

• claim back the delivered Goods, without prejudice to any other damages. 

Non-payment of any one invoice on its due date shall render all other invoices to the Buyer immediately due and payable. 

Moreover, in the event the Buyer fails to pay any invoice on the due date or in the event of any change in the Buyer’s creditworthiness, Seller, at its sole discretion, reserves the right, without prejudice to any other rights or remedies, to:

• reject any new Purchase Orders received from Buyer;

• accept new Purchase Orders on the basis of revised payment terms, whereby Buyer will be obligated to pay for Goods in advance of delivery;

• demand and obtain additional payment guarantees from Buyer prior to accepting any new Purchase Order. 

All delivery dates, performance dates or times with respect to the Goods are best estimates possible based on current and anticipated conditions and shall not be of the essence. In no event shall the Seller be liable for any kind of damage or loss, cost or expense caused or incurred by any delay. The Seller shall keep the Buyer reasonably apprised of the availability and estimated delivery dates of such Goods or performance of the related services. Delay in delivery of any Goods or performance of the related services shall not relieve the Buyer of its obligation to accept delivery or performance thereof.

Partial delivery/provision of Goods ordered by the Seller is permissible without any liability or penalty.

Free Carrier – FCA (Incoterms 2020), Seller’s warehouse: Mulheim, Germany or Mysłowice, Poland, shall apply to all Seller’s deliveries, unless otherwise agreed in writing. 

In deviation from the above paragraph, and only if agreed in writing between the Seller and the Buyer, the Seller shall ship the Goods to the destination specified by the Buyer. All shipping and packaging costs shall be at the Buyer’s expense. The Seller shall have no responsibility for loss or damage to Goods during shipment. 

The Buyer is responsible for securing its rights towards the carrier, by expressing any reservations to carrier in a timely manner and in the form set out by the terms and conditions of the carrier and/or applicable law.

The Buyer shall inspect the Goods on delivery and shall within three (3) business days notify the Seller of any alleged defect, shortage in quantity, or failure to comply with the Purchase Order accepted by the Seller. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable period of time following delivery. If the Seller agrees in writing that the Buyer is entitled to reject the Goods, the Seller’s liability is limited to either, at the Seller’s discretion, replacing the Goods or repairing the Goods.

The Buyer shall accept any Goods that comply with the specifications set forth in the Seller’s Purchase Order acceptance. The Buyer’s wrongful non-acceptance or rejection of Goods shall entitle the Seller to recover the full price of such Goods, in addition to any other damages caused or costs made by such action.

Goods for which delivery is suspended pending payment by the Buyer, as well as Goods of which delivery is wrongfully rejected or not accepted by the Buyer, shall be held and stored by the Seller at the sole risk and full expense of the Buyer. 

Risk of loss or damage to the Goods shall pass to the Buyer upon delivery to the delivery point referenced under Section II above in accordance with the applicable Incoterm referenced above. Goods shall not be insured by the Seller upon ordering the Goods unless specifically requested in writing by the Buyer.

Notwithstanding delivery and the passing of risk in the Goods, title to Goods shall remain with the Seller until it has been paid in full. 

Until full payment of the price, the Buyer therefore undertakes to keep the Goods separate form any other goods and identified as the Seller’s property. 

Furthermore, the Buyer undertakes to obtain at its costs and expenses insurance coverage for all risk of loss, theft, or destruction, whether partial or total of Goods, for their invoice value, from the date delivery is made or tendered. 

The Seller shall be designated beneficiary of the amount paid under the insurance contract in the event of any loss, theft or destruction. The Buyer agrees to provide the Seller, upon request, with evidence of such risks’ coverage. 

The Seller reserves the right to reclaim the Goods if the price, or any fraction of the price, is unpaid at the due date and the Buyer undertakes to return the Goods on Seller’s first demand and bear all related expenses. Any amounts paid by the Buyer will remain the property of the Seller as a lump-sum compensation without prejudice of any other right or remedy available to the Seller. 

Furthermore, from the time of delivery of any Good, the Buyer shall bear all duties, taxes and charges relating to the use, detention or possession of such Good and shall, on demand, indemnify the Seller against all duties, taxes and charges arising from ownership of such Good. 

The Goods are guaranteed against defects in material or workmanship for a period of eighteen (18) months from the date of delivery. 

Following confirmation by the Seller that the Goods fail to comply with the published specifications within the warranty period, the sole obligation of the Seller will be, at its option, the free replacement or the repair of the Good or of the component found to be defective. To benefit from the warranty, all Goods must be previously submitted to the after sales service of the Seller whose agreement is required for any replacement or repair. 

Servicing under warranty does not have the effect of extending the duration of the warranty.

To be valid all claims must be notified to the Seller, in writing, within a reasonable time after discovery of the defect or failure and, in any case, no later than eighteen (18) months from the date of delivery. 

The warranty shall not apply where the alleged defect arises from the incorrect use (in particular in the event of failure to comply with the conditions set out in the user manual or Seller’s published specifications or Goods documentation), negligence or lack of maintenance. Are also excluded, defects or damages caused by normal wear and tear, accidents, or modification or alteration not authorized by the Seller.  

The undertaking to replace or repair Goods which are defective in materials or workmanship set forth in this Section VIII herein shall be the full extent of the Seller’s liability in respect of the sale of Goods under these Terms and Conditions. All warranties, conditions or representations express or implied (including merchantability, performance or fitness for purpose), statutory or otherwise are hereby expressly excluded to the fullest extent permitted by law. 

All of the software that is embedded in the Goods or provided with the Goods (the “Goods Software”) is subject to these Terms and Conditions. To the extent not granted elsewhere, Seller hereby grants to Buyer a single, individual, non-sublicensable and nonexclusive license to use Goods Software in or in connection with the Goods for which they are provided to Buyer, to the limited extent necessary for the installation and use of the specific Goods to which it relates, and to copy Goods Software as necessary for those purposes only. No license to use Goods Software in source code form is granted. Buyer must not modify, decode, clone, disassemble, decompile, decrypt, reverse engineer or otherwise attempt to derive or gain access to the source code of any Goods Software. Except as provided in this Section, no license to any Goods Software is granted to Buyer.

The use and operation of some Goods may require software not licensed by or provided by Buyer. Buyer is responsible for obtaining the third-party software, and the rights to use the third-party software, that are necessary for the proper operation of the Goods. 

All updates, modifications and enhancements to Goods Software that are made available to Buyer will be deemed part of that Goods Software and will be governed by these Terms and Conditions.

Except to the extent Buyer has supplied specifications, drawings or other intellectual property owned or controlled by Buyer prior to the purchase of the Goods (“Pre-Existing Intellectual Property”) to Seller for the development of Goods specifically for Buyer that incorporate Buyer’s Pre-Existing Intellectual Property, Buyer acknowledges and agrees that as between Buyer and  Seller, Seller is the sole owner of all intellectual property associated with Goods, including trade secrets, know-how, copyrights, trademarks, service marks, trade dress, and patents, and Buyer will not directly or indirectly do anything to assert an interest in or to claim any rights to Seller’s intellectual property. To the extent Buyer submits Pre-Existing Intellectual Property to Seller for the development of Goods, Buyer hereby grants Seller a non-exclusive license to the extent necessary to develop the Goods for Buyer.

The Buyer and Seller agree to conduct their businesses in an ethical manner and in compliance with all applicable laws, including, without limitation, export control laws and regulations of the United States and European Union as well as EU Dual-Use Regulation. Buyer agrees that Buyer will not resell or transship the Goods or any technical information regarding the Goods: (a) into any U.S. embargoed countries or EU sanctioned countries, (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List, (c) EU-designated restricted persons/entities.

Except where public policy provisions apply, the Seller's liability, in any cause of action, shall be limited to indemnifying any direct, foreseeable loss incurred by the Buyer, and shall not exceed the price of the Good giving rise to such a claim against the Seller.

Unless specifically stated to the contrary, no failure or delay by the Seller in exercising any of its rights under these Terms and Conditions shall be deemed to be a waiver of that right, and no waiver by the Seller of any breach of these Terms and Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

The Contract may not be transferred or assigned in whole or in part by operation of law or otherwise by the Buyer, without the prior written consent from the Seller. Without prior notice, the Seller may assign 

rights and obligations under the Contract, including these Terms and Conditions, to any Affiliate.

In the event that any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, it shall be deemed deleted, but the remaining provisions of these Terms and Conditions will remain in full force and effect. If any provision of these Terms and Conditions is deemed deleted under this clause, the Seller and the Buyer shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Buyer acknowledges that the Seller may collect, store and use Buyer’s data, including personal data, for the purpose of facilitating its marketing and sale of the Goods. Further information about how Buyer's personal data may be used is set out in the Seller's privacy policy. 

The relationship between the parties is that of independent contractors. Nothing in these Terms and Conditions shall be interpreted to create a partnership, joint venture, agent or employment relationship. No party may act as an agent of the other party hereunder, except as otherwise provided herein.

The Seller shall not be liable to the Buyer or be deemed in breach of these Terms and Conditions or any Contract by reason of delay or failure to perform if such delay or failure to perform was caused by Force Majeure.

In the event of a Force Majeure event: (i) the Seller shall, as soon as commercially practicable, notify Buyer of such Force Majeure event provided the Seller shall incur no liability for its failure to give such notice; (ii) Seller’s duty to perform shall be suspended for the duration of the Force Majeure event; and (iii) the time of Seller’s performance shall be extended by a period equal to the duration of said Force Majeure event.

In the event a Force Majeure event should continue for more than ninety (90) days either party may, by written notice to the other, cancel a Contract insofar as Goods remain undelivered under said Contract. Upon such cancellation, the Seller shall have no obligation to deliver and the Buyer will have no obligation to accept delivery of or pay for the undelivered Goods, but the Contract shall remain in full force and effect regarding all Goods delivered prior to the date of cancellation.

These Terms and Conditions, and any dispute or claim arising out of or in connection with these Terms and Conditions or with the Contract is governed by and construed in accordance with the laws of France, excluding the UN Convention on the International Sale of Goods (CISG), with the exception of the conflict of laws or principles thereof which may cause the application of the laws of another country.

Any dispute arising out or in connection with these Terms and Conditions or as a result or consequence thereof shall be subject to the exclusive jurisdiction of the commercial court of Meaux (Tribunal de commerce de Meaux).