General Terms and Conditions of Sale

1. Scope of application

These general terms and conditions of sale are applicable to all sales of spare parts, accessories, components, consumables and services, concluded in France or abroad by REDS-MRO:

• The services provided cover the areas of technical support, transport, control and inspection services, 
• Sales or quotation requests made directly to the REDS-MRO team's spare parts department, or via the REDS-MRO.COM portal, comply with the same general sales conditions.

These general terms and conditions of sale are expressly agreed and accepted by the Purchaser, who declares and acknowledges that he is fully aware of them.

Consequently, placing an order implies the Purchaser's full and unreserved acceptance of these general terms and conditions of sale, representing all the provisions applicable to sales concluded by REDS-MRO, to the exclusion of any other documents such as brochures, catalogues, issued by REDS-MRO, and which have only an indicative value. Any contrary condition opposed by the Purchaser shall therefore be unenforceable against REDS-MRO.

The fact that REDS-MRO does not invoke any of the clauses of these general terms and conditions of sale cannot be interpreted as a waiver of the right to invoke any of these conditions at a later date.

2. Orders

The commercial offers issued by REDS-MRO are only valid for the period specified in the offer. Any plans, diagrams and photos contained in the offers are only indicative. They may be modified according to the technical constraints encountered.

When REDS-MRO is in charge of the delivery of the ordered Product(s) and customs formalities, the associated costs are given as an indication and may be readjusted at the time of final invoicing, according to the evolution of the legislation in force.

Orders are only final when they have been accepted. The order will be considered as accepted, at REDS-MRO's discretion, by written confirmation. REDS-MRO is only bound by orders taken by its representatives, employees or agents subject to written or signed confirmation.

The benefit of the order is strictly personal to the Purchaser, who may not transfer it without REDS-MRO's agreement.

No modification or total or partial cancellation of the order will be taken into consideration after acceptance of the order by REDS-MRO.

3. Product substitution

REDS-MRO reserves the right to substitute a product with another equivalent in functionality, quality, and performance. It also reserves the right to modify without prior notice the models defined in its catalogues or Internet portals.

4. Delivery

4.1 Time

The delivery times are indicated as precisely as possible, but are based on REDS-MRO's procurement possibilities, and do not take into account the processing times for customs formalities.

Exceeding the deadlines for making available cannot give rise to damages, withholding or cancellation of orders in progress.

Deliveries are only made according to availability and in the order in which orders are received. REDS-MRO is authorized to make deliveries in whole or in part.

In any event, delivery may only take place if the Purchaser is up to date with its obligations towards REDS-MRO, whatever the cause.

4.2 Terms and conditions - Reception

The products are available according to the Incoterms (Version 2010) indicated in the commercial offer, the customer's order and, if not, ex works EXW. 

The Purchaser is required, in the event of damage or missing items, to make all necessary reservations with the carrier on the delivery note or consignment note of the carrier upon delivery. No claim relating to the delivery may be taken into account by the Purchaser if it is not stipulated on the delivery note or consignment note of the carrier. 

5. Apparent defects - non-conformity

Without prejudice to the measures to be taken with regard to the carrier, complaints about apparent defects or non-conformity of the Product(s) delivered with the Product(s) ordered must be made in writing within eight (8) days of receipt of the Products.

It will be up to the Purchaser to provide all justifications as to the reality of the defects or anomalies observed. It must give REDS-MRO every facility to detect and remedy these defects. He will refrain from intervening himself or having a third party involved for this purpose.

In the event of an apparent defect or non-conformity of the Product(s) delivered, reported by the Purchaser and duly noted by REDS-MRO under the conditions provided for above, the Purchaser shall obtain the replacement or repair of the defective Product(s), excluding any compensation or damages.

6. Contractual guarantee

6.1 Scope of the warranty

REDS-MRO warrants its Products against any failure resulting from a manufacturing defect during the period and under the conditions applicable by the manufacturer himself. The warranty period starts from the date of shipment to the Purchaser's operating site, excluding products with an expiry date. Interventions under this guarantee shall not have the effect of extending the duration of this guarantee.

The only obligation incumbent on REDS-MRO under this warranty shall, at its option and depending on the type of failure encountered, be the repair or replacement of the defective product(s).

This warranty is for the exclusive benefit of the Purchaser identified in the contract of sale of the Product(s). It is not transferable or transferable and applies only in connection with the use of the Product(s) authorized by REDS-MRO. Any damage occurring under other conditions will therefore not be covered by the warranty.

6.2 Implementation of the guarantee

In the event of a Product failure, a written notification must be sent to REDS-MRO Customer Service within 8 (eight) days following the occurrence of the failure and in any event before the end of the warranty period.

REDS-MRO reserves the right to request the return of the defective Product(s) to its warehouses for expertise and validation of warranty coverage, the expertise may be made by the manufacturer or supplier of the Product if it has not been manufactured by REDS-MRO. The costs and risks associated with the return of the Product(s) are the responsibility of the Purchaser.

In the case of a standard exchange, REDS-MRO will bear the cost of transporting the Product to the Purchaser's operating site as notified in the contract concluded with the latter. However, if the defective part is not returned by the Purchaser to REDS-MRO's warehouses within 3 weeks of receipt of the new part, an invoice reflecting the amount of this supply and its shipping costs will be sent to the Purchaser.

Repairs under warranty will be carried out, at REDS-MRO's option, by its personnel or a third party service provider approved by REDS-MRO.

6.3 Exclusions

In any case, the warranty does not cover:

• Apparent defects, which must be reported to REDS-MRO under the conditions referred to in Article 5,
• Defects and their consequences related to negligence or malicious acts or failure to comply with the operating instructions and maintenance recommendations contained in the Product's user manual, or instructions indicated by REDS-MRO
• Seal breakage, defects and deterioration caused by natural wear and tear or by an external accident,
• The abnormal or improper use of the Product for its intended use,
• Defects and their consequences due to the intervention of the Purchaser or a repairer without the prior written consent of REDS-MRO.

In the event of bankruptcy or impossibility of supplying the manufacturer of a product under warranty, the Purchaser may not claim against REDS-MRO, which will not assume any responsibility for the warranty on the Products of this manufacturer.

In addition, under no circumstances may REDS-MRO be held liable under this guarantee to compensate the Purchaser for any operating losses, related expenses or any other damage suffered as a result of a failure of the Product for any reason whatsoever.

7. Responsability

REDS-MRO is not liable for indirect or consequential damages, loss of profit, commercial damages, operating damages or loss of profit.

8. Price - Payment

Prices are net, ex works and excluding taxes. All taxes, duties, duties or other services to be paid pursuant to French regulations or those of an importing country or a transit country are the responsibility of the Purchaser.

Unless otherwise specified in the commercial offer, the prices in the order are only valid for a maximum period of 30 days from the date of the commercial offer. 

All invoices are payable at REDS-MRO's registered office, 472 Rue Paul Claudel 69400 VILLEFRANCHE-SUR-SAÔNE (France), according to the terms and conditions stipulated in the commercial offer. 

No discount is granted in the event of early payment.

The sale of products or services may be subject to the payment of a deposit, the amount of which is defined by REDS-MRO.

In the event of non-payment on the due date, REDS-MRO may suspend all deliveries and work executions, and claim immediate payment of all sums due by the Purchaser.

Any formal notice to pay that has remained unsuccessful within 48 hours of the first presentation of the letter of formal notice authorizes REDS-MRO, if it deems it appropriate, and without completing any judicial formality, to invoke the automatic termination of the sale, without prejudice to any other damages that may be due to it.

9. Penalities for delay

Any delay in payment will give rise to the application of late payment penalties, without prior formal notice, at the rate of 3 times the legal interest rate, with a minimum of 100 Euros.

The Purchaser shall also bear all costs incurred by REDS-MRO for the recovery of unpaid amounts.

10. Reservation of ownership

The Products are sold with a clause expressly subordinating the transfer of full and complete ownership to the full payment of the principal and incidental price.

The mere delivery of a security creating an obligation to pay shall not constitute a payment within the meaning of this clause, and REDS-MRO's original claim on the Purchaser shall remain in force with all the guarantees attached thereto, including the retention of title until such time as the said commercial paper has actually been paid.

The above provisions shall not prevent the transfer to the Purchaser of the risks of loss or deterioration of the goods subject to retention of title as well as any damage they may cause as soon as the Products are delivered or the work is carried out.

In the event of a garnishment, or any other intervention by a third party on the Products, the Purchaser must inform REDS-MRO without delay in order to enable it to oppose it and preserve its rights. The Purchaser also refrains from pledging or assigning ownership of the Products as security. It is expressly agreed that failure by the Purchaser to pay any of the due dates confers REDS-MRO the right to demand the immediate return of the Products delivered at the Purchaser's expense and risk.

11. Applicable law - Disputes

All the clauses appearing in these general terms and conditions of sale, as well as all the purchase and sale operations referred to therein, shall be subject to French law.

All disputes to which this contract may give rise, concerning its validity, interpretation, execution, termination, consequences and consequences shall be submitted to the Commercial Court of VILLEFRANCHE-SUR-SAÔNE (France).