General terms and conditions of sale - Milk cooling tanks

1. Introduction

All our sales and supplies are governed by these general terms and conditions of sale, which the buyer accepts and expressly acknowledges having read. Our general terms and conditions of sale supersede any printed or handwritten conditions of the buyer to the contrary, of whatever nature, unless expressly agreed in writing by our Management.

2. Offers

Unless otherwise stated, our offers are only valid for a maximum period of one month from the date they are sent. The documentation enclosed with the offer does not constitute a commitment on our part unless otherwise stipulated in writing.

3. Conclusion of the sale

All orders must be accepted by us. Until accepted, the sales contract is not concluded. Acceptance is given either by sending an acknowledgement of receipt, by delivery, or by the joint signing of a sales contract.

Unless otherwise stipulated, order confirmation is conditional upon receipt of a down payment of 30% of the total amount. Sums paid before delivery shall never be considered as earnest money (arrhes).

Cancellation of an order does not give rise to any right to reimbursement of the down payment made when the order was placed.

4. Studies and projects

Studies and plans of any kind that we entrust to our customers always remain our exclusive property and must be treated as confidential. They must be returned to us upon first request. A repair quotation not followed by an order will give rise to an invoice for the corresponding preparation costs (travel, dismantling, etc.).

5. Prices

Our prices are exclusive of tax. Our invoices are drawn up according to the prices in force at the time the order, duly accepted by us, is placed (all applicable taxes are added to the prices stipulated at the time of the order).

6. Payment terms

The payment terms stipulated in the offer given to the customer shall prevail.

Late payment penalties are due automatically, without any reminder being necessary, from the day following the agreed payment date.

A fixed indemnity of €40 is due from the first day of late payment, regardless of the payment period applicable to the transaction.

In accordance with the law, sums unpaid at the due date shall bear interest at the ECB (European Central Bank) refinancing rate plus 3 points applicable on the date the sums become due, without prejudice to the said sums being payable. This rate may not be less than three times the current legal interest rate.

Where payment by instalments has been agreed, late payment of any instalment renders the entire amount owed immediately due and payable. Payment dates may not be postponed for any reason whatsoever, even in the event of a dispute. In the event of late payment or non-payment, we reserve the right to cancel any outstanding deliveries, without prejudice to all our rights and remedies, including damages. If debt recovery requires the involvement of our litigation department or any other collection agent, the amount owed will be increased by a flat rate of 10 per cent as administrative costs, by express agreement.

7. Delivery time

Delivery times only run from the date of acceptance of the order and are given for information purposes only. No delay in delivery may give rise to penalties (except where expressly accepted in writing by us) or to damages of any kind whatsoever. If delivery has not taken place within 6 months of the scheduled date, the customer may cancel the order by registered letter, without compensation on either side.

8. Delivery

Delivery is deemed to have taken place either upon simple notice of availability, or upon direct handover to the customer or to a carrier, depending on the Incoterm governing the order. We reserve the right to make partial deliveries with corresponding invoicing; in this case, each partial delivery shall be considered a separate contract and, consequently, the buyer may under no circumstances use the pending balance of the order as grounds for deferring cash payment, without discount, of each invoice. Failing this, we reserve the right, without formal notice, to suspend deliveries and to immediately recover all outstanding amounts. If the sale provides for the goods to be collected by the customer from our site in St Apollinaire, the customer has a maximum of 2 weeks to collect the goods. From the end of the 3rd week, the customer will be invoiced for 100% of the outstanding order amount.

Likewise, if prolonged parking in the JAPY Tech car park leads to repairs to the product and/or repackaging, the customer shall bear the costs and will be invoiced accordingly.

9. Transport and insurance

The risks and perils of transported goods depend on the Incoterms negotiated in the contract. Equipment is only insured for transport for which JAPY Tech is responsible.

In all cases, it is the buyer’s responsibility to carry out all checks, to make any reservations upon arrival of the equipment and, where applicable, to exercise against the carrier the remedies provided for by the French Commercial Code, within the time limits set therein. Regarding the quantities delivered, claims can only be examined if they are submitted within a maximum of 8 days of receipt of the shipment. Regarding non-conformities and apparent defects, any claim must be sent by registered letter within 30 days of delivery. Returns are only accepted with our prior written agreement.

10. Retention of title clause

The seller retains ownership of the goods sold until full and effective payment of the price, in principal and ancillary costs. However, these provisions do not prevent the transfer to the buyer, upon delivery of the goods sold, of the risks of loss or deterioration of the goods subject to retention of title, as well as of any damage they may cause. The buyer shall therefore take out insurance covering the risks arising from the delivery of the goods. The buyer shall inform the seller without delay of any third-party claim relating to the said goods, as well as of any plan to resell the said goods in the course of its normal business, in which case it undertakes to pay the balance immediately or, failing this, to communicate the name and address of the sub-purchaser. This clause applies until full and effective payment of the price; the mere delivery of a negotiable instrument creating an obligation to pay does not constitute payment within the meaning of this clause.

11. Warranties

Our equipment is guaranteed for 1 year and 6 weeks from the invoice date, whether the equipment is collected by the customer or shipped by us. Any claim must be submitted as an official warranty request using document PAQ14-ERQ04.

Our contractual warranty covers:

  • The price of the defective equipment ordered by the customer from JAPY Tech
  • The cost of return shipment of the equipment to JAPY Tech for assessment
  • The cost of a refrigerant charge in case of suspected leakage (confirmed by JAPY Tech technical support)
  • The hourly cost of technical replacement work, based on the following fixed allowances:
    • Heating element = 1 hour
    • Gear motor = 1 hour
    • Electronic board = 1 hour
    • Condenser = 4 hours
    • Compressor = 2 hours
    • Refrigeration components = 2 hours
    • Electrical components = 0.15 hour
    • All other parts = time to be assessed by a JAPY Tech technical expert

Excluded:

  • Travel costs to the intervention site
  • The cost of replacement parts not ordered from JAPY Tech
  • Compensation for milk or any other foodstuff.

Deterioration caused by normal wear and tear, or resulting from misuse or use not in accordance with the User Manual, negligence, lack of maintenance or overload, even temporary, is excluded from the warranty. The warranty shall be withdrawn from any equipment whose components or settings have been modified without our prior written agreement, or on which parts fitted by us have been replaced by parts of another origin. In any event, the legal warranty protecting the buyer against all consequences of defects or hidden defects in the item sold or the service provided applies. Apart from the warranty conditions stipulated above, and in accordance with the provisions of Article 1643 of the French Civil Code, the seller is exempt from all liability; the same applies in the event of personal injury or damage to property other than the subject of the contract, where such injury or damage may have resulted from a defect in design, construction or material. Nor shall the seller be liable to compensate the buyer for any deterioration of the foodstuffs or products stored, against which it is the buyer’s responsibility to take all appropriate measures.

In addition, JAPY Tech guarantees its evaporator technology and the strength of the tank welds for 10 years from the invoice date. In the event of an evaporator leak, and provided that no misuse or modification of the initial configuration has been found, JAPY Tech will cover the cost of the tank only, applying a depreciation of 6% per year up to 10 years.

As our products are designed exclusively for the storage and cooling of milk, any other use causing premature deterioration automatically excludes the product from any warranty, including damage to persons or other property.

12. Force majeure

In the event of force majeure (including, but not limited to, floods, fires, total or partial strikes, lockouts, and pandemics causing a partial or total cessation of activity) affecting our Company or its suppliers or subcontractors, any contract or order may be terminated in whole or in part, or its performance suspended, without notice or compensation. If performance of the contract or order is only suspended and, within one month of notification of this suspension, we are unable to give the buyer a new delivery date, the buyer may cancel the contract or order, but only for the quantity of goods or products that cannot be shipped or delivered due to the said force majeure event. No compensation, whether amicable or judicial, may be claimed.

13. Jurisdiction – Applicable law

In the event of a dispute, and failing an amicable settlement, the courts of DIJON, France shall have sole jurisdiction, whatever the conditions of sale and the method of payment accepted, even in the event of third-party warranty proceedings or multiple defendants. Our agreements and commercial relations are governed exclusively by French law, to the exclusion of the VIENNA Convention of 11 April 1980.

14. Special conditions for spare parts

1- The prices shown in our spare parts catalogues are given for information only.

2- The minimum invoice for parts is set at €20 excluding tax.

3- All spare parts are guaranteed for 1 year from the date of invoicing by JAPY Tech, with the exception of wear parts and consumables, which are not guaranteed.

The parts concerned must only be returned after JAPY Tech has agreed to the return.

The time limit for a return is 4 weeks (or 21 weeks for sea transport) from the date of the written return agreement.

Parts must be complete, unused and in their original packaging in the event of an ordering error, unmodified and unopened if sealed, and shipped in a suitable container to preserve their integrity during transport (ideally in the original packaging).

For hygiene reasons, parts must be returned clean, i.e. cleaned and undamaged, including during transport.

In the event of an ordering error by the customer, a credit note for 70% of the order value will be issued after the condition of the parts has been checked.

If parts returned for analysis do not meet all of these criteria, JAPY Tech reserves the right to refuse warranty coverage.

If the customer disputes the conclusions of JAPY Tech’s analysis, the customer has 4 weeks to request that the parts be returned at its own expense. After this period, the parts will be destroyed.

15. Special conditions for renovated tanks

1. Renovation of a tank owned by the customer

  1. The customer must be the owner of the tank to be renovated.
  2. The initial quotation issued by the seller is based on the pre-audit carried out by the seller (JAPY Tech checklist). The seller reserves the right to revise its quotation based on the assessment carried out by the seller’s teams upon receipt of the tank.
  3. If the customer refuses the final quotation, or if the tank is deemed irreparable by the seller’s teams, the customer remains liable for the cost of transporting the tank.
  4. Warranty: chapter 11 of these general terms and conditions of sale only applies to new equipment installed by the seller. Elements related to the tank (welds, evaporators, etc.) are excluded from the warranty.

2. Sale of a second-hand renovated tank

  1. The seller will provide the customer with a detailed description of the condition of the tank; confirmation of the order by the customer to the seller constitutes acceptance of the tank as is.
  2. Warranty: chapter 11 of these general terms and conditions of sale only applies to new equipment installed by the seller. Elements related to the tank (welds, evaporators, etc.) are excluded from the warranty.

16. GDPR clause

In the context of the collection of personal data, including in particular data contained in connected tanks (ICOOL Connect+ service), the information collected is subject to computer processing carried out by JAPY Tech.

JAPY Tech acts as data controller. JAPY Tech takes appropriate measures to ensure the protection and confidentiality of the Personal Data it holds or processes, in compliance with the provisions of the GDPR and national legislation. All Personal Data collected is processed and stored for the period necessary for the performance of the services. At the end of the retention periods, Personal Data is permanently deleted or anonymised.

PERSONAL DATA IS NOT TRANSMITTED TO COMMERCIAL OR ADVERTISING PARTIES WITHOUT CONSENT.

Personal Data may be processed by JAPY Tech employees, within the limits of their respective duties and solely for the purposes of the processing. In accordance with the European Regulation on the protection of personal data EU 2016/679 (GDPR), any person may exercise their right of access to data concerning them, rectification and erasure, request restriction of processing, object to processing or request data portability by contacting: contact@japy-tech.com.