BAGUET METAL PARACHEVEMENT SASU
Steel Transformation
Version 2026 - Applicable from 1 January 2026
Preamble
These General Terms and Conditions of Sale (hereinafter "GTC") define the rights and obligations of BAGUET METAL PARACHEVEMENT, a simplified joint-stock company with a sole shareholder (SASU) with a share capital of 3000 euros, registered with the Trade and Companies Register under SIRET number 10373931400013, with its registered office in France (hereinafter "the Supplier"), in the context of its industrial subcontracting and steel transformation activity.
These GTC apply by operation of law to all sales and service contracts concluded by the Supplier with its professional clients (hereinafter "the Client"), to the exclusion of all other conditions, including in particular the Client's General Purchasing Conditions, unless expressly agreed otherwise in writing by the Supplier.
Placing an order implies the Client's full and unconditional acceptance of these GTC, which the Client acknowledges having read and accepted. Any document issued by the Client that is contrary to these GTC is unenforceable against the Supplier, unless prior written agreement has been reached.
Scope of application: These GTC apply exclusively to business-to-business (B2B) relationships. They do not constitute GTC applicable to consumers within the meaning of consumer protection legislation.
Article 1. Formation of Contract
(a) All orders from the Client must be made in writing (purchase order, email with confirmation, or any other durable medium) and must specify at minimum: the precise description of the parts or services, quantities, technical references, applicable drawings or specifications, and desired delivery lead times.
(b) An order only becomes firm and final upon the Supplier's express written acceptance, by the issuance of an order acknowledgement (OA) or order confirmation. The Supplier has ten (10) working days to accept or reject an order.
(c) In the event of a discrepancy between the Client's purchase order and the Supplier's confirmation, the conditions set out in the Supplier's confirmation shall prevail, unless the Client objects in writing within five (5) working days of receipt of the OA.
(d) Any modification to an order after acceptance must be agreed in writing by both parties and may result in a revision of prices and/or lead times.
Article 2. Prices and Price Revision
(a) Prices are quoted in euros exclusive of tax, ex-works or ex-warehouse of the Supplier in France (Incoterm EXW), unless otherwise explicitly stated in the quotation or order confirmation.
(b) Prices stated in the Supplier's quotation are fixed for the validity period stated in the quotation, and in the absence of any such statement, for thirty (30) calendar days from the date of issue.
(c) Beyond the validity period of the quotation, the Supplier reserves the right to revise its prices, in particular in the event of a significant variation in steel or raw material prices.
Raw material indexation clause: For orders involving deliveries spread over more than three (3) months, prices are indexed to the French INSEE Steel Industry price index (or any equivalent index that may replace it). In the event of a variation in this index exceeding 5% between the order date and the delivery date, the Supplier may adjust the price accordingly, after prior written notification to the Client.
(d) Prices do not include: VAT, transport and specific packaging costs, non-standard certification or inspection costs, or specific tooling costs (unless expressly stated in the quotation).
(e) Material or typographical errors in communicated prices shall not be binding on the Supplier.
Article 3. Delivery Conditions and Transfer of Risk
(a) Deliveries are made ex-works or ex-warehouse of the Supplier (Incoterm EXW France), unless otherwise agreed in writing. The Client arranges and bears the costs and risks of transport.
(b) If the Supplier arranges transport at the Client's request, this does not transfer any risk to the Supplier. The transfer of risk occurs upon handover of the goods to the carrier. It is the Client's responsibility to take out any transport insurance it deems necessary.
(c) Upon receipt, the Client must verify the condition of the goods in the presence of the carrier and make all necessary reservations on the delivery note in the event of apparent damage or shortage. These reservations must be confirmed by registered letter with acknowledgement of receipt to the carrier within three (3) working days of delivery.
(d) If the Client fails to take delivery of the goods on the agreed dates or refuses delivery without legitimate reason, the Supplier reserves the right to invoice storage and re-delivery costs, and, after formal notice remaining without effect for fifteen (15) days, to terminate the contract at the Client's fault.
Article 4. Delivery Lead Times
(a) Delivery lead times are indicative and stated in the order confirmation. They begin to run from receipt of all information necessary for the execution of the order (payment of deposit if applicable, provision of drawings, specifications, or raw materials if applicable).
(b) The Supplier undertakes to inform the Client as soon as possible of any event likely to delay delivery and to propose a new estimated delivery date.
(c) In the event of a delivery delay attributable to the Supplier, and after a tolerance period of ten (10) working days beyond the agreed date, the Client may claim a late delivery penalty capped at 0.5% of the net amount of the delayed goods per week of delay, up to a maximum of 5% of the total net amount of the order in question. This penalty constitutes the exclusive and lump-sum compensation for any loss relating to the delay and may not be combined with other indemnities.
(d) No late delivery penalty shall be due in the event of a delay resulting from a force majeure event (Article 11), a fault or breach by the Client, or a delay in the transmission of information or documents necessary for the execution of the order.
Article 5. Payment
(a) Unless otherwise agreed in writing, invoices are payable within thirty (30) days of the invoice date by bank transfer. For new Clients, a deposit of 30% may be required at the time of ordering.
(b) Payment is deemed made on the date the funds are credited to the Supplier's bank account.
(c) Any late payment shall automatically and without prior notice entail:
(d) In the event of late payment, the Supplier also reserves the right to suspend the execution of all orders in progress, without this being considered a fault of the Supplier or engaging its liability.
(e) The Client may not under any circumstances offset or withhold any sums due without the Supplier's prior written agreement.
Article 6. Retention of Title
(a) The Supplier retains full ownership of delivered goods until full payment of the price in principal and ancillary charges. However, the risk of loss or deterioration is transferred to the Client upon delivery.
(b) In the event of the incorporation of parts into an assembly or finished product prior to full payment, the retention of title is transferred, by subrogation, to the price claim on the finished product up to the value of the parts delivered by the Supplier.
(c) Prior to full payment, the Client is prohibited from assigning, pledging, transforming, or incorporating the parts into a finished product intended to be transferred free of charge, without the Supplier's prior written consent.
(d) In the event of non-payment at the due date, the Supplier may require the immediate return of the parts, with the costs of return borne by the Client.
Article 7. Conformity, Acceptance and Claims
(a) The Client must carry out a quantitative and qualitative inspection of the delivered parts within thirty (30) calendar days of delivery. After this period, the parts are deemed accepted and conforming.
(b) Any claim relating to an apparent defect or non-conformity must be made in writing (registered letter with acknowledgement of receipt or email with read receipt) within this thirty (30) day period, with a precise description of the defect observed and, if possible, photographs or samples in support.
(c) In the event of a defect acknowledged by the Supplier, the Supplier shall choose, at its discretion and within a reasonable time, between:
(d) Claims do not suspend the Client's payment obligation for uncontested parts.
(e) No parts may be returned without the Supplier's prior written consent and without the issuance of a return authorisation number. Unauthorised returns will be refused and returned at the Client's expense.
Article 8. Warranty
(a) The Supplier warrants delivered parts against any manufacturing or transformation defect directly attributable to its activity, for a period of twelve (12) months from the date of delivery.
(b) The warranty covers exclusively manufacturing and transformation defects related to the Supplier's own activity (bending, cutting, profiling, finishing). It does not cover:
(c) The warranty is excluded if the Client has modified or had the parts modified without the Supplier's prior written consent.
(d) The warranty may only give rise to the remedies provided for in Article 7(c) above. Any right to damages beyond these remedies is expressly excluded, to the extent permitted by applicable law.
Normative compliance: The conformity of delivered parts is assessed against the tolerances specific to the transformation process used, as defined by standards EN ISO 9013 (laser/plasma cutting), EN 10162 (cold rolling), ISO 2768 (general tolerances) and EN 10029 (flatness of steel plates), unless more restrictive contractual specifications are expressly accepted in writing by the Supplier.
Article 9. Liability
(a) The Supplier's liability is limited to direct and foreseeable damages resulting from a proven fault on its part. It is capped at the net amount of the order that gave rise to the loss.
(b) The Supplier shall under no circumstances be held liable for indirect, intangible or consequential damages, such as loss of production, loss of market, loss of revenue or reputational damage, even if it has been informed of their possibility.
(c) The Supplier's liability is entirely excluded in the event of fault, negligence or omission by the Client, non-compliance by the Client with technical specifications or the Supplier's instructions, or in the event of force majeure.
(d) The liability of the Supplier's sales agents, representatives and employees towards the Client is excluded except in cases of fraud and gross negligence.
Article 10. Confidentiality and Intellectual Property
(a) Each party undertakes to treat as strictly confidential all documents, drawings, specifications, technical, commercial or financial information communicated by the other party in the context of their commercial relationship, and not to disclose them to third parties without prior written consent.
(b) This confidentiality obligation applies throughout the duration of the commercial relationship and for a period of five (5) years after its termination.
(c) Drawings, designs, specifications and technical documentation provided by the Client to the Supplier remain the exclusive property of the Client. The Supplier undertakes not to use them for any purpose other than the execution of the relevant order.
(d) Specific tooling (dies, jigs, dedicated tools) financed by the Client remains the Client's property after full payment of their cost. Tooling financed by the Supplier remains its property, even if used exclusively for the Client's orders.
(e) The Supplier reserves the right to mention the Client's company name in its commercial references, unless the Client objects in writing.
Article 11. Force Majeure
The parties shall not be held liable for the non-performance or delay in performance of their obligations when such non-performance or delay results from a force majeure event, i.e. an external, unforeseeable and irresistible event such as, without this list being exhaustive: natural disaster, fire, flood, epidemic, act of war or terrorism, general strike, embargo, or widespread shortage of raw materials or energy.
The party invoking force majeure must notify the other party in writing within five (5) working days of the occurrence of the event, specifying its nature and foreseeable duration, and must endeavour to limit its consequences.
If the force majeure event continues beyond sixty (60) calendar days, either party may terminate the contract by operation of law, without compensation, by registered letter with acknowledgement of receipt.
Article 12. Termination
(a) In the event of a material breach by either party of any of its essential obligations under these GTC, not remedied within fifteen (15) working days following written formal notice sent by registered letter with acknowledgement of receipt, the other party may terminate the contract by operation of law, without prejudice to all damages.
(b) The following shall constitute a material breach: total or partial failure to pay at the due date, breach of the confidentiality obligation, breach of the retention of title clause, or the Client's insolvency proceedings.
(c) In the event of termination at the Client's fault, all sums owed by the Client become immediately payable and the Supplier may proceed with the recovery of delivered and unpaid goods, all costs to be borne by the Client.
Article 13. Personal Data Protection
Personal data collected in the context of the commercial relationship is processed in accordance with the General Data Protection Regulation (GDPR - EU Regulation 2016/679). It is used solely for the purposes of managing the commercial relationship, invoicing and order tracking. In accordance with applicable regulations, the Client has the right of access, rectification and deletion of its personal data by contacting the Supplier at the address appearing on the commercial documents.
Article 14. Governing Law and Jurisdiction
(a) These GTC and all contracts concluded between the Supplier and the Client are governed by French law, to the exclusion of any other legislation and of the Vienna Convention on the International Sale of Goods (CISG).
(b) In the event of a dispute between the parties, they undertake to seek an amicable resolution within thirty (30) calendar days of notification of the dispute by either party.
(c) Failing amicable resolution, any dispute relating to the formation, interpretation or performance of these GTC shall be submitted to the exclusive jurisdiction of the Commercial Court of Strasbourg (Bas-Rhin), even in the event of multiple defendants or third-party proceedings.
