Part I: General terms and conditions of sale.
FORMATION OF THE CONTRACT

The contract is deemed to have been concluded when the purchaser has accepted the offer in writing within the fixed validity period, or after receipt of the down payment stipulated in the terms of payment. The order includes the supply of the goods (EXW according to Incoterms 2000) and/or installation in working order, unless otherwise stipulated by GROUPE CHANIMETAL and included in the contract; it does not include any work not explicitly included in our offer.

DRAWINGS AND TECHNICAL DOCUMENTS

Purchaser agrees not to make available to third parties any specifications, sales literature, quotation prices, etc., all of which are strictly confidential. The Buyer shall be responsible to the Seller for the accuracy of the contents of all orders placed by it and shall be responsible for providing the Seller with all necessary information relating to the goods in sufficient time to enable the Seller to perform the contract in accordance with its terms. If the goods are to be manufactured or if any processing of the goods is to be carried out by the Seller in accordance with specifications provided by the Buyer, the Buyer shall indemnify the Seller against all losses, damages, costs and expenses incurred by the Seller, as well as any payments or payment agreements made in connection with any claim or settlement of any such regulation for infringement – of patent, copyright, design, trademark or other industrial or intellectual property belonging to any other person – of the application by the Seller of the specifications supplied by the Purchaser. Seller reserves the right to make any changes in the specification of the goods to comply with applicable legal requirements, or, where the goods are to be delivered in accordance with Buyer’s specifications, to make changes which do not materially affect their quality or performance.

GROUPE CHANIMETAL accepts no responsibility for the design if the drawings are supplied and composed by the customer.

Documents such as drawings, descriptions, illustrations and similar documents may be modified as GROUPE CHANIMETAL deems necessary. GROUPE CHANIMETAL reserves the right to replace certain equipment with similar or equivalent equipment. After receipt of the purchase order and the complete study of the installation, GROUPE CHANIMETAL will submit the plans to the purchaser for approval before manufacturing and/or assembly; Any modification requiring new studies or a change in the supply will lead to a modification of the price and the lead time; The plans and technical documents allowing the total or partial execution of the installation which will be given to the purchaser remain the exclusive property of GROUPE CHANIMETAL. They may not, without the latter’s authorization, be used by the purchaser, copied, reproduced, transmitted or communicated to third parties. Technical documents attached to offers which have not given rise to an order must be returned to GROUPE CHANIMETAL.

RECEPTION AND COMMISSIONING

CHANIMETAL will inform the purchaser of the date scheduled for commissioning and acceptance of the goods and/or installation, which will be carried out in the presence of a GROUPE CHANIMETAL representative. A jointly signed report will be drawn up. If on the date stipulated by GROUPE CHANIMETAL, the purchaser has not taken the necessary steps to accept the goods and/or installation, this shall be deemed to have taken place on the stipulated date. GROUPE CHANIMETAL will send the commissioning and acceptance report to the purchaser, who may not dispute its accuracy. Work completed in a state of acceptance is presumed to have been completed on the date of completion of the work indicated by GROUPE CHANIMETAL. If, at the time of commissioning and acceptance, the goods and/or installation do not conform to the contract, GROUPE CHANIMETAL is obliged to take all necessary steps to bring them into conformity. Any other claims by the purchaser, in particular for damages or rescission of the contract, are excluded.

Any costs incurred for acceptance by an approved body are to be borne by the purchaser.

If the technical specifications of the tests are not specified in the contract, they will be carried out in accordance with the practice generally followed by GROUPE CHANIMETAL.

TRANSFER OF RISK AND OWNERSHIP

GROUPE CHANIMETAL accepts no liability for loss or damage other than that directly caused by itself or its staff. All other liability is excluded.

In the event of damage to the equipment, replacement of the equipment can only be considered once the insurance company has compensated GROUPE CHANIMETAL for the amount claimed by the latter. GROUPE CHANIMETAL cannot be held responsible for any delay caused by such a situation.

The transfer of ownership of the goods delivered to the buyer will only take place after full payment of the price, accessories and any compensation or interest or any outstanding debt.

CARE

As soon as the order is delivered, the purchaser is deemed to take charge of the goods and/or installation, and the warranty period begins to run.

DEADLINE

For installations: according to schedule agreed with the customer.

For our stock offers, lead times are “unless sold in the meantime”.

For materials not in stock, our lead times are merely indicative, and are subject to the force majeure events listed below, or to any other event beyond our or our factories’ control.

Delivery: Unless otherwise stipulated in the offer, delivery times are given as an indication only, and a delay cannot give rise to cancellation of the order or to any compensation whatsoever; Delivery times, unless otherwise stipulated, run from the latest of the following dates: the date of signature of the contract; the date of receipt by GROUPE CHANIMETAL of the order deposit in accordance with the payment terms of the offer; the date of final approval of the drawings by the purchaser; the date on which GROUPE CHANIMETAL is notified of the action of a valid import license, when such a license is required for the execution of the installation; the opening of a confirmed and irrevocable documentary credit with a bank approved by the supplier; GROUPE CHANIMETAL cannot be held responsible for delays due to force majeure in the execution of the installation, assembly, construction and delivery; it is expressly agreed that any difficulty in execution resulting from the following non-limiting facts will be considered as force majeure:
circumstances due to a state of war, riots, civil unrest, malicious acts ;
changes made to plans after approval ;
fire, flooding and, in general, any currently unforeseeable cause delaying the execution of the work;
delay in providing Groupe Chanimétal with water and electricity and any preparatory assembly work to be carried out by the buyer;
any delays in the delivery of materials not attributable to the fault of Groupe Chanimétal;
restrictive measures, interventions or requirements of any kind by public authorities;
delayed or refusal to obtain import licenses, confirmed and irrevocable documentary credits, or provision by the buyer of the foreign currency needed to purchase the import equipment;
delay or refusal to obtain tax exemption documents of any kind for materials or services where such exemption has been provided for;
delays in the authorization and payment of external study fees in general;
strikes or lock-outs;
imposed reductions in working hours on site;
failure to comply with payment conditions; changes to the basic work or schedule;
interruptions or delays in transport or any cause leading to total or partial unemployment for GROUPE CHANIMETAL or its suppliers.

If completion of the installation is delayed by one of the circumstances referred to in paragraph 6.3, an extension of time will be granted, taking fair account of all the circumstances.
This applies even if the cause of the delay occurs after the contractual deadline has expired.
During extended delivery periods, price escalation clauses continue to apply.
If the purchaser does not take delivery on the contractual date, he is nevertheless obliged not to delay the normal due date for delivery-related payments.
GROUPE CHANIMETAL, subject to availability, may arrange for storage of the equipment at the purchaser’s expense and risk.
At the purchaser’s request, GROUPE CHANIMETAL will insure the equipment at the purchaser’s expense.
Any commissioning of an installation will only take place once the invoices stipulated in the payment conditions have been settled.

MAINTENANCE

After completion of the work, an annual maintenance contract, if required, will be offered to the purchaser.

PAYMENTS

Unless otherwise specified, invoices are payable in cash. Failure to pay an invoice by the due date, the issue of an uncovered cheque, any request for an amicable or legal settlement, for deferment of payment, even if unofficial, whether verbal or written, or any other fact which may imply the buyer’s insolvency, will result in the forfeiture of the term granted for the payment of any goods delivered or in the course of manufacture, and will render such payment immediately due and confer on GROUPE CHANIMETAL the right to terminate current contracts without any formalities other than notification by simple letter, and without this giving rise to any compensation for the purchaser.

In this case, the purchaser shall pay GROUPE CHANIMETAL a sum ensuring GROUPE CHANIMETAL a reasonable profit on the steps taken up to the date of termination, without prejudice to GROUPE CHANIMETAL’s right to claim the damages referred to in these general terms and conditions.

Payments are made by cheque or bank transfer.
In the case of payment by bill of exchange, agios are payable by the purchaser, who must return accepted bills of exchange within a maximum period of seven days.
Failure to return bills of exchange with acceptance and direct debit within seven days of their presentation shall, at GROUPE CHANIMETAL’s discretion, automatically and without formal notice, result in the acceleration of the term of the contract and, consequently, in the immediate payment of any sums still due for any reason whatsoever and the suspension of all work.
If the purchaser is in arrears with his payments, the installer may suspend the performance of his own obligations until the arrears have been paid.
Late payments bear interest at the rate of 1.5% per month from the due date, without the need for formal notice.
Unless otherwise expressly stipulated on invoices, in CHANIMETAL’s offer or in the documents confirming CHANIMETAL’s acceptance of the purchase order issued by the purchaser.
The stipulation of this interest does not affect the due date of payment terms. This increase will be applied for the period of non-payment and until full payment.
In addition, any invoice not paid on its due date will be automatically and without formal notice increased by a lump-sum penalty equal to 15% of the amount due.

If work is interrupted as a result of late payment, the material and installation warranty will be suspended, and the purchaser will be liable for all site costs.
Payments must be made on time, even if installation, commissioning or acceptance of the system is delayed or rendered impossible for reasons not attributable to the manufacturer.
The purchaser waives all rights of ownership to all parts of the equipment manufactured, stored or installed until payments have been made in full.
In this case, he acknowledges GROUPE CHANIMETAL’s right to repossess all the equipment.
However, risk is transferred in accordance with article 4. Unless otherwise stipulated, no late payment penalty of any kind will be accepted.
Payment terms may not be delayed under any pretext whatsoever, even if contentious, and no complaint concerning the quality of an installation is suspensive of payment for the latter if proof of its defectiveness has not been provided before the due date.

PRICE

Prices quoted in firm offers have limited validity and may be revised in the event of ex-factory price increases, raw material price rises, exchange rate fluctuations, transport cost rates, insurance, import duties and/or any other costs that may affect both imported materials and local and foreign labor. Any new official and legal charges that may arise after the date of this offer will be invoiced in addition. All new official and legal charges which may arise after the date of this offer will be invoiced in addition.
Groupe Chanimetal reserves the right to adapt the prices mentioned in firm offers if these have been issued on the basis of specifications or information communicated by the customer in a language other than French, and any error (interpretation, etc.) has thus been caused in drawing up the offer.

SHIPPING AND INSURANCE

All our ex-stores shipments are made exclusively at the consignee’s own risk; in the event of loss or damage, the consignee is requested to take recourse against the carrier. However, at the express request of our customers, we can insure these shipments at their own expense.

GUARANTEE

Specific manufacturer’s warranty not represented by GROUPE CHANIMETAL: For goods covered by a specific manufacturer’s warranty (warranty paid directly by the manufacturer, or on-site warranty, or specific warranty extension), the purchaser must contact the manufacturer directly, without going through GROUPE CHANIMETAL, which provides no contractual warranty for these goods. GROUPE CHANIMETAL will refuse to accept any return of goods in this context, and cannot be held responsible for any failure on the part of the manufacturer under this warranty.

Legal warranty: Unless otherwise expressly stipulated, due to GROUPE CHANIMETAL’s capacity as an intermediary, the warranty relating to goods delivered by GROUPE CHANIMETAL is limited to the manufacturer’s legal warranty.

GROUPE CHANIMETAL’s liability: Subject to mandatory legal provisions, GROUPE CHANIMETAL’s liability, whatever the cause, is limited to the amount actually paid by the purchaser for the order concerned. Under no circumstances shall GROUPE CHANIMETAL be liable for indirect and/or immaterial or moral damages, in particular financial or commercial damages such as loss of profit, loss of order, operating loss, loss of data, loss of earnings, damage to image, interruption of service, as well as damages of the same nature due to damage suffered by a third party.

CONTRACT TERMINATION

The contract will be interrupted if the purchaser expressly notifies GROUPE CHANIMETAL or if the purchaser fails to comply with the terms of the contract, making it impossible for GROUPE CHANIMETAL to continue to carry out the work in a rational manner, or if GROUPE CHANIMETAL is entitled to suspend the work, in particular as a result of non-payment.

The warranty clause will be automatically cancelled as soon as work is interrupted. In addition, a qualitative and quantitative inspection of the equipment installed and/or stored on site or in the warehouse will be carried out. The purchaser will be obliged to pay the labour that would normally have been used to execute the contract during the period of interruption, plus an indemnity covering the indirect costs incurred by this situation.

After 3 months of interruption, GROUPE CHANIMETAL may consider this as termination.

TERMINATION OF CONTRACT

In the same way that all GROUPE CHANIMETAL offers must be issued in compliance with the company’s powers, orders may only be accepted by a representative authorized under the powers of GROUPE CHANIMETAL, avenue de la Montagne, NGALIEMA-KINSHASA, DRC, in writing and may not be cancelled without the written consent of GROUPE CHANIMETAL, which is entitled to secure a reasonable profit on steps taken up to the date of cancellation.

In all cases, any order in whole or in part that can be delivered within 60 days of the buyer’s notification of his intention to cancel said order will be shipped according to the terms initially agreed and paid for in full.

In the event of termination of the contract either by the purchaser or following interruption as indicated in article 14, the purchaser will owe GROUPE CHANIMETAL the following amounts, irrespective of the state of progress of the work:
Amounts corresponding to sums paid to subcontractors, suppliers, constructors, design offices, inspection bodies, or to commitments made to them, plus any compensation that they are entitled to claim when they are notified of termination of the contract.
An amount corresponding to the labor and other services already incurred.
An amount corresponding to the labor services that would normally have been employed in the performance of the contract during the 3 months following the date of termination.
An amount corresponding to the loss of profit, i.e. 20% of the contractual sales price revalued at the date of termination.
An amount corresponding to the costs of reorganizing the site, in particular moving or evacuating buildings, and administrative costs.
Any other exceptional expenses that may be charged to the site.
Termination of the contract for any reason whatsoever shall not affect any outstanding debts between the parties.

NON-WAIVER

No failure or forbearance by GROUPE CHANIMETAL to exercise or enforce its rights under any provision of the order and its acceptance or these terms and conditions shall constitute a waiver of its rights or a waiver of GROUPE CHANIMETAL’s right to enforce any other provision of the order and its acceptance or these terms and conditions.

APPLICABLE LAW AND JURISDICTION CLAUSE

Any dispute relating to the conclusion, interpretation, performance or resolution of the contractual relationship between the parties shall be subject to the exclusive jurisdiction of the courts of Kinshasa, DRC, Groupe Chanimétal however reserving the right to refer the matter to the territorially competent court having jurisdiction over the purchaser’s registered office. Unless otherwise agreed with the purchaser, the applicable law is Congolese law.

It is expressly agreed that these terms and conditions form an integral part of the contract.