Purpose and scope
These Export General Terms and Conditions of Sale (the “Export GTC”) govern international sales of goods by MSIE-Mariani (“MSIE”) to professional customers, including purchase-resale, sourcing, transit, storage and shipment of non-perishable goods. Engineering and design-office services are covered only where an offer expressly links them to the sale. Any order entails acceptance of these Export GTC, subject to any special terms expressly accepted in writing by MSIE.
Contract documents and order of precedence
The contract consists, in decreasing order of priority, of the special terms or signed agreement, the accepted quotation or commercial offer, expressly accepted specifications and appendices, and these Export GTC. The Customer’s purchasing terms are binding on MSIE only if expressly accepted in writing. In the event of inconsistency, the higher-ranking document prevails.
Order formation
An order becomes firm once the Customer has accepted the offer in writing and MSIE has confirmed it and, where applicable, MSIE has received the deposit, payment security, end-user information and documents required for export-control checks. Any subsequent change requires MSIE’s written agreement and may result in adjustments to price, lead time and logistics terms.
Products, specifications and substitutions
Contractual characteristics are those stated in the offer and in manufacturer documents expressly referenced therein. Photographs, catalogues and commercial information not attached to the contract are indicative only. If an agreed product becomes unavailable, obsolete or newly restricted, MSIE may propose a technically equivalent product; any substitution affecting an essential characteristic requires the Customer’s approval.
Price, currency, taxes and charges
Prices are stated in the currency specified in the offer, exclusive of taxes and duties unless otherwise stated. Unless expressly included, prices exclude import duties, import taxes, bank charges outside MSIE’s bank, local inspections or certifications, demurrage, storage, exceptional handling and other destination-country charges. VAT treatment is applied in accordance with the tax rules in force and subject to receipt of any evidence required for an applicable exemption.
Price adjustment and cost variations
An offer remains valid only for the period stated in it. After an order has been placed, where performance is delayed for a cause not attributable to MSIE, any unforeseeable and documented increase in freight, energy, materials, duties, taxes, foreign-exchange, insurance or supplier costs may be subject to a proposed adjustment. If the economic balance of the transaction is substantially disrupted and no agreement is reached, the parties shall meet in good faith to seek a reasonable solution.
Payment terms and security
Payment methods and due dates are stated in the offer or invoice. MSIE may require a deposit, payment before shipment, an irrevocable confirmed documentary credit, a bank guarantee or other security appropriate to the country risk and transaction value. Charges levied by the Customer’s bank, intermediary banks or correspondents are borne by the Customer unless otherwise agreed. No unilateral set-off or withholding is permitted unless the counterclaim is certain, liquid and due and has been acknowledged by MSIE or finally established by a court.
Late or non-payment
Any amount unpaid when due automatically bears late-payment interest, without reminder, at the rate provided for by Article L. 441-10 of the French Commercial Code, namely, unless a rate more favourable to MSIE is agreed, the applicable European Central Bank refinancing rate plus ten percentage points, without being lower than three times the French statutory interest rate. For professional debtors subject to French law, a fixed recovery charge of EUR 40 is automatically due, without prejudice to additional documented recovery costs. MSIE may suspend any outstanding order until full payment and/or sufficient security has been provided.
Export compliance, sanctions and dual-use items
Performance of any order is subject to compliance with applicable French, European Union and international rules on export controls, economic sanctions, embargoes, dual-use items, anti-corruption requirements and destination or end-user restrictions. MSIE may request information on the destination country, consignee, end user and end use. MSIE may refuse, suspend or cancel a transaction without liability where it would be prohibited, subject to an authorisation that has not been obtained, or would reasonably expose MSIE to a regulatory breach. Amounts relating to work already performed and non-recoverable costs remain payable.
Customer obligations - import and end use
The Customer warrants the accuracy of information supplied and undertakes not to resell, transfer, re-export or use the goods in breach of applicable laws or restrictions notified by MSIE or the manufacturer. Unless the agreed Incoterms® rule places the relevant obligation on MSIE, the Customer shall obtain at its own cost all import licences, local approvals, certifications, registrations and formalities required in the destination country.
Incoterms®, delivery, carriage and insurance
The place of delivery, allocation of costs, formalities and transfer of risk are determined by the Incoterms® rule expressly stated in the offer, followed by the named place or port and the words “Incoterms® 2020”. If no Incoterms® rule is expressly agreed, the delivery terms shall be those stated in the offer. Cargo insurance is arranged by MSIE only where required by the selected Incoterms® rule or expressly ordered. The Customer acknowledges that Incoterms® rules allocate, among other matters, delivery obligations, risks and costs, but do not replace the remaining provisions of the sale contract.
Lead times and logistics events
Lead times are established on the basis of information available when the order is placed. Unless expressly stated in writing to be firm, they are estimates. Delay caused by a manufacturer, carrier, customs authority, port, administrative control, shortage, regulatory change, late Customer documentation or another event reasonably beyond MSIE’s control shall result in a corresponding extension and shall not, by itself, entitle the Customer to cancel the order or claim a penalty. MSIE shall inform the Customer within a reasonable time when it becomes aware of a material delay.
Transfer of risk and retention of title
Risk passes in accordance with the agreed Incoterms® rule. Independently of such transfer of risk, MSIE retains title to the goods until full payment of the price, interest, charges and ancillary amounts, to the fullest extent permitted by the law applicable where the goods are located. Until full payment, the Customer shall identify the goods as belonging to MSIE and shall not create any incompatible security interest over them.
Receipt, reservations and claims
The Customer shall inspect the goods promptly upon receipt. Apparent loss or transport damage must be the subject of precise reservations against the carrier in accordance with the rules and time limits applicable to the relevant transport, with an immediate copy to MSIE. Any apparent non-conformity attributable to the supply must be notified to MSIE in writing, with supporting evidence, within five (5) business days of receipt. Latent defects must be notified promptly after discovery. Use or processing of a product after discovery of a defect constitutes acceptance of any consequences that could reasonably have been avoided.
Goods warranty
Unless MSIE expressly provides a specific warranty in the offer, third-party manufactured goods benefit from the manufacturer’s commercial warranty within its own terms and limitations, which MSIE will pass on to the Customer where available. MSIE will provide reasonable assistance in implementing that warranty but does not extend the manufacturer’s commitments. Defects resulting from unsuitable storage, improper installation or use, modification, lack of maintenance, normal wear and tear or failure to follow technical instructions are excluded.
Returns and replacements
No goods may be returned without MSIE’s prior written approval and, where applicable, a return authorisation. Except for non-conformity attributable to MSIE, specially ordered, configured, custom-made, opened, used or manufacturer-non-returnable goods are neither returnable nor exchangeable. Return, diagnosis, repackaging, freight and customs costs are allocated according to the cause of the return and the agreed terms.
Storage, late collection and refusal of delivery
If the Customer delays collection, refuses delivery without legitimate grounds or fails to provide required instructions or documents, MSIE may store or arrange storage of the goods at the Customer’s risk and expense after informing the Customer. Additional freight, handling, demurrage, storage, insurance and formalities may be recharged. Payment of amounts due is not suspended by a delay attributable to the Customer.
Force majeure and hardship
Neither party is liable for failure caused by an event of force majeure under French law. Where the legal requirements are met, relevant events may include governmental restrictions, conflicts, riots, disasters, fire, epidemics, major cyber incidents, transport or energy interruptions, border closures and critical supplier unavailability. If an unforeseeable change of circumstances makes performance excessively onerous, the parties shall meet in good faith to consider a reasonable adaptation of the contract.
Liability
MSIE shall be liable only for breaches directly attributable to it. Except where prohibited by mandatory law or in the event of gross or wilful misconduct by MSIE, MSIE shall not be liable for indirect or consequential loss, including loss of production, business, turnover, margin, contracts, opportunity, use or data. In all cases, MSIE’s aggregate liability, on all grounds combined, is limited to 50% of the net-of-tax price of the goods or portion of the order directly giving rise to the loss. This limitation does not apply where a mandatory rule prohibits it.
Intellectual property, trademarks and documents
The sale of goods does not transfer any intellectual-property rights belonging to MSIE, the manufacturer or third parties. Trademarks, drawings, manuals, software, documentation and technical data remain subject to their owners’ rights and may not be reproduced or used beyond the normal needs of installation, operation and maintenance of the products unless otherwise authorised or licensed.
Confidentiality and data
Each party shall protect confidential technical, commercial, pricing and organisational information received from the other and use it only for the business relationship. Any personal data exchanged is processed for B2B relationship management, order fulfilment, legal obligations and protection of the parties’ rights, in accordance with applicable rules.
Suspension and termination
In the event of non-payment, material breach by the Customer, manifest deterioration of its creditworthiness, failure to provide requested security or an export-compliance risk, MSIE may suspend performance after informing the Customer where circumstances permit. If a contractual breach is not remedied within fifteen (15) days after written notice, the other party may terminate the affected order, without prejudice to amounts due and any damages recoverable. Specially procured goods and non-cancellable commitments remain chargeable to the Customer where termination is attributable to it.
Governing law, CISG, jurisdiction and language
These Export GTC and the sales governed by them are subject to French law. Unless expressly agreed otherwise in the special terms, application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) is expressly excluded. The parties shall first seek an amicable solution. Failing settlement, for disputes between professionals, exclusive jurisdiction is conferred on the courts having subject-matter jurisdiction in Marseille, France, including in the event of multiple defendants or third-party proceedings, subject to applicable mandatory rules. French and English versions are provided to facilitate international business; in the event of any inconsistency of interpretation, the French version shall prevail unless otherwise agreed in writing.
Export GTC contact
Any question about these terms?
Email contact@msie.eu.