General conditions of sale

Oil Control Groupe France (OCGF), SAS with share capital of €750,000
Registered office: 17 rue de la Petite Meilleraie – 44840 Les Sorinières
Nantes Trade and Companies Register No. 453 609 521 00043
Website: www.ocgf-shop.fr
Contact: bureaux@ocgf.fr

1 - Purpose and scope

These General Terms and Conditions of Sale (GTCS) apply to all product sales made by Oil Control Groupe France (OCGF) to professional customers, in France and internationally. They prevail over any other document issued by the customer, in particular its purchase conditions, unless otherwise agreed in writing and expressly by OCGF.

Any order implies full and unconditional acceptance of these GTCS.

2 - Products

The products offered are those listed in the catalogues of the manufacturers represented by OCGF. OCGF also assembles certain custom sub-assemblies from standard components. The technical characteristics and visuals of the products are provided for information purposes only and may change without prior notice according to manufacturer modifications.

3 - Orders

1. Any order must be confirmed in writing by OCGF (letter, e-mail, or online platform).
2. In the absence of any objection from the customer to our Order Acknowledgement, the prices and lead times stated therein shall be deemed accepted by the customer.
3. OCGF reserves the right to refuse or suspend any order from a customer in a situation of unpaid invoices or non-compliance with its contractual obligations.
4. Validated orders may only be cancelled or modified with OCGF’s written agreement and, where applicable, subject to compensation for costs incurred.

4 - Prices

1. Prices are expressed in euros, excluding taxes (excl. VAT) or including all taxes (incl. VAT) depending on the commercial documents.
2. They are understood ex OCGF warehouse (Les Sorinières (44)), unless otherwise stipulated.
3. OCGF reserves the right to modify its prices at any time, but products will be invoiced on the basis of the prices in force at the time the order is validated.

5 - Payment terms and settlement

Unless special conditions have been agreed, invoices are payable according to the terms below from the date of issue of the invoice:

1. These conditions may be unilaterally downgraded by OCGF in the event of repeated late payments.
2. Payments may be made by bank transfer (preferably), cheque, bank card or any other means accepted by OCGF.
3. In the event of late payment, late payment penalties shall be automatically due, calculated at a rate equal to 3 times the statutory interest rate,
   in addition to a fixed compensation for recovery costs of 40 euros, which shall be due (Art. L441-10 of the French Commercial Code).
4. OCGF reserves the right to suspend any delivery in the event of late payment.
5. Unless prior agreement has been given, deliveries made to new customers or to companies considered insolvent or having unpaid invoices are sent against advance payment.
6. When the buyer’s creditworthiness deteriorates and/or an unpaid amount becomes too significant, we reserve the right, even after partial shipment of an order, to require from the buyer the guarantees we deem appropriate for the proper fulfilment of the commitments made. Refusal to comply shall entitle us to cancel all or part of the contract.

6 - Retention of title

1. The goods sold, even if used, remain the property of OCGF until full payment of the price, principal and accessories included (Art. 2367 of the French Civil Code). Any resale of goods by our customer to a third party shall not in any way affect this clause.
2. The buyer shall insure the goods against loss and damage and notify the seller of any measures taken by third parties concerning said goods. The buyer is responsible in the event of loss or destruction of the delivered goods.
3. In the event of non-payment of a single invoice, the return of all goods may be obtained by referral to the interim relief judge after sending a registered letter requiring the buyer to return said goods.
4. Any costs arising from derogations from these retention of title provisions shall be borne by the customer.

7 - Delivery and transfer of risks

1. The products are delivered according to the conditions specified on the invoice or quotation.
2. All our shipments travel at the recipient’s risk, including carriage-paid deliveries.
3. Delivery times are given for information purposes only and do not constitute a firm commitment, even though we will do everything possible to meet them. However, a delivery time may be extended without prior agreement due to disruptions at the factory or in the event of force majeure (strike, fire, late delivery of raw materials, etc.). A delay may under no circumstances justify cancellation of the order or give rise to damages, except in the event of proven gross negligence by OCGF.
4. In the event of unforeseeable disruptions during manufacturing, we reserve the right to cancel the delivery outright without any damages being claimed from us. Likewise, we accept no responsibility for cover purchasing.
5. We reserve the choice of carrier and shipping method, unless expressly requested by the customer. In the event of a contrary decision by the customer, any additional pricing costs shall be borne by the customer.
6. Costs for urgent or express shipments shall be borne by the recipient.
7. Additional insurance covering the actual value of the shipment is only taken out at the express request of the recipient.

8 - Receipt and claims

1. The customer must check the condition and conformity of the products upon receipt.
2. Any claim (quantity, reference, damage, etc.) must be made in writing within 5 working days following receipt. After this period, the products shall be deemed compliant and accepted.
3. Claims acknowledged by OCGF entitle the customer to replacement or reimbursement.
4. Compensation claims in any form whatsoever shall not be accepted.
5. In the event of a disagreement regarding a delivery, receipt and payment of the goods remain mandatory, the dispute being regularised by the issue of a credit note to be deducted from the corresponding invoice.

9 - Product returns

1. The return of disputed goods may not be carried out without OCGF’s prior agreement.
2. In the event of an ordering error or a non-defective product, return is possible on an exceptional basis, provided that:

• The product must be new and complete,
• The product must be in its original packaging,
• The return costs shall be borne by the customer.

1. A deduction from the credit note may be made to cover administrative costs. Any transport carried out is due.

10 - Warranty

1. The products benefit from the warranty granted by their manufacturer (e.g. 18 months from the date of manufacture for Rexroth products), the conditions of which are available on request.
2. OCGF also provides a commercial warranty of 12 months from the date of delivery.
3. The warranty ends on the date most favourable to the customer.
4. The warranty exclusively covers the replacement or repair of the product recognised as defective by the manufacturer. It does not cover:

• Damage related to improper use, incorrect assembly or unsuitable maintenance,
• Normal wear and tear,
• Indirect consequences (loss of production, quality costs, etc.).

11 - Protection rights

1. In the event of supplies of parts according to plans, sketches or samples provided by the customer, the latter assumes full responsibility regarding the protection of these parts by any patents, registered trademarks or others.
2. If manufacturing were prohibited in such a case, without the customer being compensated, OCGF reserves the right to stop manufacturing and request full reimbursement of the costs incurred.
3. Drawings and samples submitted for study are returned only at the customer’s express request. Furthermore, if no follow-up has been given 6 weeks after submission of the proposal, plans and samples may be destroyed without the customer’s prior agreement.

12 - Liability

1. OCGF shall not be held liable for any indirect or intangible damage (loss of business, loss of profit, etc.).
2. Its total liability, all causes combined, shall not exceed the amount excluding tax of the order concerned.
3. OCGF is not responsible for defects attributable to the manufacturer or the carrier, except in the event of fault on its part.

13 - Force majeure

OCGF shall not be held liable for any failure due to a force majeure event (strike, shortage, fire, natural disaster, transport blockage, war, etc.). In such a case, the obligations shall be suspended for the duration of the event.

14 - Personal data

The data collected as part of the commercial relationship is used solely for order processing and customer management, in accordance with Regulation (EU) 2016/679 (GDPR). It is not transmitted to third parties without authorisation.

15 - Applicable law and competent jurisdiction

These GTCS are governed by French law. Any dispute relating to their interpretation or performance shall fall under the exclusive jurisdiction of the Commercial Court of Nantes, even in the event of multiple defendants or third-party proceedings.