Terms and Conditions of Sale Simpson Strong-Tie – Etanco
Direct Sales - Integrators
Version: 2025 (supersedes any prior version)
1. Contractual scope:
These Terms and Conditions of Sale (hereinafter the ‘T&Cs’) will govern all contracts relating to the supply or sale by Ateliers LR ETANCO and/or Simpson Strong-Tie (hereinafter the ‘Supplier’) to its direct customers and integrator customers (hereinafter the ‘Customer’, as appropriate) of wood connection products, mechanical and chemical fasteners, screws and bolts in strips, fasteners and systems for the building envelope (hereinafter ‘Standard Products‘) or manufactured at the Customer’s request on the basis of its specifications (‘Special Products’), for delivery in mainland France or for export (any destination outside mainland France). Unless otherwise agreed in writing, a contract may not be subject to any other stipulation, whether implicit or explicit, resulting from commercial custom or practice, the customer’s terms and conditions of purchase or any other document made out by the customer.
Any service or delivery made by the Supplier implies the unreserved acceptance by the customer (hereinafter the ‘Customer’) of the T&Cs. Information, photographs, prices and descriptions appearing in catalogues, brochures, CD-ROMs, websites or, more generally, on any commercial document are provided for information purposes and are not contractual.
The Supplier reserves the right to change the T&Cs at any time. Any new version of the T&Cs will automatically replace the previous version.
2. Order:
2.1 Orders for Standard Products must be placed by telephone, email or EDI to the Supplier’s registered office and must include: the Customer’s contact details; the invoicing address; the names, item codes and quantities of Standard Products; the desired delivery date and place; and, in accordance with the terms of the special conditions negotiated between the Supplier and the Customer and accepted in writing by each of them, the price of the Products (excluding VAT and including VAT) and the payment terms and methods. The order for Standard Products is firm and binding on the Parties from the date of dispatch of the acknowledgement of receipt of the order by the Supplier, by email or EDI. By way of derogation, if the price of the Standard Products and/or the payment terms and methods mentioned by the Customer at the time of ordering do not comply with the special conditions negotiated between the Supplier and the Customer or with the Supplier’s prices and conditions, the Supplier shall send the Customer, by email, the corrected purchase order in accordance with the negotiated conditions. The conditions set out in the corrected purchase order are valid for two (2) months from the date of dispatch of the said purchase order by the Supplier. In such a case, the order for Standard Products will be firm and binding on the Parties from receipt by the Supplier of the corrected purchase order bearing the Customer’s signature (and stamp), together with the words ‘bon pour accord’ (‘approved’).
2.2 To order Special Products, the Customer must send the following information by email or EDI to the Supplier’s registered office: the Customer’s contact details; the invoicing address; the Customer’s specifications and plans; the quantities of Special Products; the desired place of delivery; and, in accordance with the terms of the special conditions negotiated between the Supplier and the Customer and accepted in writing by each of them, the payment terms and methods. The Supplier shall send a quotation to the Customer on the basis of the information contained in the order for Special Products. By way of derogation, if the Customer’s specifications cannot be implemented by the Supplier and/or the payment terms and methods mentioned by the Customer at the time of ordering do not comply with the special conditions negotiated between the Supplier and the Customer, the Supplier shall send a request for the Customer to correct the order so as to issue a quotation based on the information included in this new order for Special Products. Quotations issued by the Supplier are valid for fifteen (15) calendar days from their date of dispatch. The order for Special Products will be firm and binding on the Parties from receipt by the Supplier of the quotation bearing the Customer’s signature (and stamp), accompanied by the words ‘bon pour accord’ (‘approved’). The manufacturing period for the Special Products, which is a minimum of fifteen (15) working days, will commence from the acceptance of the Supplier’s quotation by the Customer.
2.3 For all Product orders, an acknowledgement of receipt will be sent within a maximum of 48 hours from receipt of the order for Standard Products or the specifications for Special Products, (except during the annual holiday period, i.e. week 33, week 51, week 52 and week 1-2026, during which the period of silence to be taken into consideration is ten (10) working days). Any unreserved fulfilment of the order by the Supplier will constitute acceptance of the order by the Supplier, for the Products for which order fulfilment has commenced.
2.4 All orders must be for a minimum amount of €300 net excluding VAT (products excluding delivery costs). It is specified that for deliveries by courier, delivery costs will be applied under the following conditions for orders of less than €300: €10 for orders under €100 excluding VAT; €20 for orders between €100 excluding VAT and €199 excluding VAT; €30 for orders between €200 excluding VAT and €299 excluding VAT. For express deliveries and products in the security range, delivery charges will be applied according to the weight of the delivery concerned. All orders from an integrator customer must be for a minimum amount of €450 net excluding VAT (products excluding delivery costs). Please note that for deliveries of less than the minimum amount, a delivery charge of €30 will be applied to the order concerned.
2.4 If an order does not reach a minimum amount of €150 net, a flat-rate handling fee of €15 net will be applied to the order concerned.
2.5 No firm and binding order may be changed or cancelled, in whole or in part, by the Supplier or by the Customer. The Supplier may refuse any order if it considers that it involves quantities that are too large or stipulates a delivery time that is too short, the Customer has not provided sufficient guarantees of solvency or the Customer’s outstanding balance limit has been exceeded. The Supplier may also make acceptance of any order subject to the provision of guarantees by the Customer and require cash payment for all or part of the Products when the order is placed.
2.6 The Supplier reserves the right to make any changes to the Products and to suspend or discontinue any Products or range of Products, without the Customer being entitled to claim any compensation. However, the Supplier undertakes to fulfil orders placed prior to the suspension or discontinuation of the Product or range of Products in question.
2.7 In the absence of an express request for additional information when placing an order, the Customer is deemed to be fully informed of the Products ordered. For any request for clarification, the Customer may contact the Supplier’s sales department. The Customer must specify any specific use of the Products to the Supplier in writing.
3. Ownership:
3.1 The Supplier retains full material and intellectual property rights over the documents, media, know-how, files and data provided to the Customer, unless otherwise agreed in writing. Samples may only be sent to a third party with the express permission of the Supplier. Tools remain the property of the Supplier and will remain in its workshops. The Customer’s share of tooling costs does not imply any transfer of material or intellectual property or know-how. All intellectual property rights, as well as the know-how incorporated in the documents, Products delivered and services performed, remain the exclusive property of the Supplier.
3.2 The Customer guarantees that the plans, specifications, documents and data of any kind provided by it, as well as their conditions of implementation, do not infringe the intellectual property rights or know-how of third parties. As such, the Customer guarantees that the Supplier will be indemnified from all direct or indirect consequences of any liability action.
4. Use of Products:
4.1 The Customer is responsible for the use of the Products under normal conditions and in accordance with the applicable safety and environmental laws, as well as best practices and the specifications or recommendations of the Supplier.
4.2 The Customer undertakes to dispose of the Product packaging in accordance with local environmental legislation, it being specified that non-recyclable packaging is not taken back by the Supplier and that the packaging complies with the applicable environmental legislation within the European Union.
4.3 The Customer undertakes to provide information relevant to the use of Products to the potential sub-purchaser. The Supplier shall ensure the traceability of Products until the date of delivery to the Customer.
5. Delivery:
5.1 The delivery times communicated to the Customer are only indicative and may be disputed by the Supplier in the event of circumstances beyond its control. They will be specified 72 hours before the dispatch date. Exceeding delivery times will not result in cancellation of the order or compensation. The Supplier does not deliver at weekends or on public holidays. If the Customer requests a postponement of the delivery date initially agreed, or if the Customer refuses to accept the order at the time of delivery for reasons relating to the Customer’s organisation, the Supplier may not be held responsible for any delay in delivery and the Supplier may charge the Customer for any costs incurred by the postponement, based on supporting documents (including the costs of a second delivery attempt by the carrier as well as the costs of storing the Products).
5.2 Delivery is deemed to have been made as soon as the carrier arrives at the Customer’s sites, plants or warehouses before unloading the lorry, or when the order is collected at the counter by the Customer. The risks are transferred to the Customer upon delivery. Unless otherwise agreed, all transport operations, insurance, customs, handling, etc. are at the expense and risk of the Customer. In the event of the temporary unavailability of one or more Standard Products or raw materials used in the manufacture of Special Products, the Supplier shall notify the Customer and will be authorised to make partial deliveries. Any delays in delivery will then relate only to Products delivered late, and not to the entire order.
5.3 Complaints about apparent defects or the non-conformity of a Product must be made in writing and sent to the Supplier within ten (10) calendar days, not including public holidays, following delivery (Art. L.133-3 of the French Commercial Code). In order to be taken into account by the Supplier, complaints about defects or faults that could not reasonably have been detected on delivery must be sent to the Supplier’s registered office, by email, within a maximum of five (5) calendar days following delivery, and must include the item code of the Products, the subject of the complaint and the reasons for it.
5.4. After this period, no such claim will be admissible and the Product(s) will be deemed to have been accepted.
The Products and packages must be checked upon receipt in the presence of the carrier, the costs and risks relating to this verification being borne by the buyer.
In any event, the verification procedure cannot increase the duration or shift the starting point of the maximum payment deadline.
5.5 It will be the Customer’s responsibility to substantiate the alleged defect(s) or non-compliance(s). The Customer must give the Supplier all opportunities to observe them and to remedy them if necessary. The Customer will refrain from intervening itself or involving a third party for this purpose or risk losing the benefit of the guarantees sought.
5.6 If a Product is recognised by the Supplier as defective, the Customer shall, at the Supplier’s discretion, either make the Products concerned available to the Supplier or any third party designated by the Supplier, or return them to the Supplier. Products may not be returned without the Supplier’s prior written consent. Products accepted by the Supplier must be returned within a maximum of ten (10) clear days following acceptance by the Supplier and will be done so at the Customer’s expense.
5.7 Standard Products recognised by the Supplier as defective may, at the Seller’s discretion, be replaced by identical or similar Standard Products or be the subject of a credit note for the amount of the purchase price of the Standard Products concerned after receipt by the Supplier of the Products concerned returned by the Customer. It is specified that returns concerning Standard Products will only be approved by the Supplier under the following conditions: the order concerned is for an amount equal to or greater than €250, the products concerned must have been delivered within a maximum of six months prior to the return and must not have expired. A discount of 30% of the price of the Products may be applied to the credit note issued by the Supplier. No returns will be accepted for Special Products.
5.8 Any refusal of Products on delivery for a reason that is not demonstrated to be attributable to the Supplier and any wrongful return of Products will result in the invoicing of the cost of returning the Products and payment of the amount of the Products ordered. Unreserved acceptance of the Products releases the Supplier from any liability for any apparent defects or non-conformities, damage or shortages in the Products.
6. Price:
The price of the Products will be the price offered in our proposal/quotation or, in the absence of a valid proposal/quotation, the price in our current goods catalogue, minus any discount agreed in writing. Our quotations are valid for 30 days from their issue, unless a written waiver has been provided. Prices exclude ‘ex works’ taxes. Unless otherwise stipulated, the prices of goods sold are those in force on the day the binding and final order is sent by the Customer.
The Supplier reserves the right to change its pricing conditions for any future order at any time, in particular when such a change is due to external circumstances such as, for example, an increase in the cost of raw materials.
7. Payment:
7.1 Unless expressly agreed otherwise in writing, payments will be made by bank transfer within 45 days of the end of the month (it being specified that the method of calculation is as follows: end of month + 45 days) from the date of issue of the invoice. Compliance with the payment terms is a decisive condition of the Supplier’s commitment. Payment will only be deemed to have been made once the funds have been made available to the Supplier’s account. The Supplier reserves the right to change how invoices are sent, in particular if a system leading to their digitalisation is introduced. Advance payments are made without discount. Any amount not paid by the due date will automatically be subject to interest, calculated on the amount inclusive of tax at the rate of legal interest plus five points.
As part of the environmental transition and electronic invoicing, delivery of a duplicate invoice by post is invoiced at €2.50 excluding VAT.
7.2 Should there be a delay in payment, or even a partial failure to pay, the Supplier will also be entitled to suspend the performance of its current obligations by simply giving written notice to the Customer.
7.3 In the case of non-payment, 48 hours after formal notice has gone without response, the Supplier may, by any means, provide notice of its intention to terminate ipso jure all or part of the order, and may request the return of the goods sold, without prejudice to any other damages.
7.4 In the event of total or partial non-payment, following formal notice sent by registered letter with acknowledgement of receipt to the Customer to which no response has been received 48 hours after receipt, the Company may automatically exercise its right to immediate payment of all invoices issued to the Customer.
7.5 For all professionals, the payment of amounts due after the eligibility date shown on the invoice will automatically increase the invoice total to include a fee of €40 under the conditions provided for in Article L. 441-10, II of the French Commercial Code.
7.6 Any payment incident on the part of the Customer will automatically entitle the Supplier to make any new delivery to said Customer subject to payment in full when the order is placed.
7.7 The Supplier may automatically offset its claim against the Customer against any claim that the Customer may hold against it.
7.8 In the event of loss of credit insurance cover, a payment incident such as late payment, rejection of a direct debit or partial payment, the Supplier reserves the right to suspend all or part of the current orders, refuse any new order and/or make delivery of the Products subject to payment of the full price of the Products on delivery or on order, without prejudice to any other means of recourse available to it. In addition, any payment incident will automatically and without prior notice lead to the application of a flat fee of €40 for collection costs, all the Customer’s debts to the Supplier becoming immediately due and the payment of late payment penalties at the rate of three (3) times the legal interest rate, without prejudice to any additional compensation that the Supplier may claim. All payments will be deemed to be applied first to late payment penalties, late payment interest and then to the oldest debts.
7.9 No payment may be subject to compensation, reduction (for example, by application of penalties) or refusal at the Customer’s initiative, in particular in the event of an alleged delay in delivery or total or partial defect in the Products, without the Suppliers prior written consent and without the Supplier having been able to verify the truth of the alleged complaint.
7.10 As a reminder, under Article L. 442-1 of the French Commercial Code, the Customer may not apply payment terms that are stricter than the terms to which the Supplier has committed with regard to the Customer as it imposes obligations that create a significant imbalance.
7.11 In accordance with Law no. 2020-105 of 10 February 2020 on the anti-waste circular economy (‘AGEC’ law), construction products and materials from the building sector (as defined in Article R. 543-289 of the French Environmental Code) are subject to the Extended Producer Responsibility scheme (see Articles L. 541-10-1 and L. 541-10-23 of the French Environmental Code): FR217995_04EQMV. As a company that places construction products or materials on the national market (see Article R. 543-290 of the French Environmental Code), the Supplier is required to contribute to or provide for the collection, free of charge, of waste arising from these products when collected separately, and for the treatment of the said waste. In this respect, the Supplier shall pay an eco-contribution to an eco-organisation (see Article R. 543-288 of the French Environmental Code). In accordance with the provisions of Article R. 543-290-3 of the French Environmental Code, the Supplier shall pass on the amount of this eco-contribution on the invoice, without applying any discount, rebate or other possibility of reduction, in addition to the net unit price of the Products it sells.
8. Reservation of ownership:
8.1 The Supplier retains full ownership of the goods delivered until effective payment of the full price, which includes the principal and accessory, is received.
8.2 The buyer shall ensure that identification of the goods is always possible. Goods in stock are presumed to be unpaid.
8.3 The Customer undertakes to inform the Supplier immediately of any seizure or other intervention by a third party on the Products, in order to enable the Seller to preserve its rights.
8.4 In the event of non-payment of a single invoice or part of an invoice on the due date, or in the event of a risk of insolvency on the part of the Customer, the Supplier may recover the Products from the Customer’s premises at the Customer’s expense and risk, even in the absence of insolvency proceedings on the part of the Customer. To this end, the Customer undertakes to give it free access to its premises and to inform it of the place where the Products are stored.
8.5 In the event of Products being reclaimed, the Supplier reserves the right to draw up an inventory or to sequestrate the unpaid Products held by the Customer. For the purposes of this article, Products in stock will be deemed to correspond to unpaid receivables.
8.6 The Customer is responsible, from the time of delivery as defined in Article 3.1 of the T&Cs, for the storage of the Products, handling operations, the conditions under which the Products are kept and any damage they may suffer. The Customer therefore undertakes to take all reasonable care in the custody and preservation of the Products and to take out an insurance policy to cover any damage or loss that may be caused to or by the Products as soon as they are delivered.
8.7 If the Customer goes into receivership or liquidation, Simpson Strong-Tie reserves the right to reclaim, as part of the insolvency proceedings, any goods sold and not paid for.
9. Security/warranty:
As a prerequisite condition, the provision of the Products by the Supplier may be subject to the provision of any personal or real security and/or guarantee that the Supplier deems useful. At any time, the Supplier may request the provision of such a security and/or guarantee up to the principal amount of the Customer’s order(s), in addition to the guarantee of interest and accessories. Any subsequent increase in the total amount of orders may be subject to the provision of any security and/or guarantee that the Supplier deems appropriate. Should any of the securities or guarantees provided by the Customer be implemented, the Supplier may request an additional security and/or guarantee, in order to guarantee all balances currently owing or those that will be payable by the Customer. The Supplier is authorised to entrust or assign to third parties claims against the Customer for recovery of goods, should there be a delay or failure to pay in full or in part. In addition, for payments not yet due, retention of securities and/or guarantees will be as of right, and this notwithstanding the cancellation or termination of the contract, until full payment is made for the receivables.
10. Subcontracting:
When the contract entered into with a Customer is part of a chain of business contracts, the Customer has a legal obligation to have the Supplier accepted by its own Instructing Party. It is also obliged to have that Party accept the Supplier’s payment terms. If the Instructing Party is not the end customer, the Customer undertakes to demand compliance with Law No. 75-1334 of 31 December 1975 on subcontracting.
11. Force majeure:
Neither Party can be held responsible for its delay or failure to perform any of its obligations if such a delay or failure is the direct or indirect result of a case of force majeure, including strikes, fires, natural disasters, power cuts, accidents, inability to be supplied, flood, storm, epidemic, pandemic, etc. Each Party shall inform the other Party, without delay, of the occurrence of a force majeure event which will likely affect the execution of the contract when it becomes aware of it.
Consequently, the Parties will not be held liable for failing to perform of any of their obligations in the event that such failure is due to an impediment beyond their control, and they could not reasonably foresee such impediment and its effects at the time the contract with the Customer was drawn up.
12. Warranty/Liability:
12.1 The Supplier guarantees that the Products comply with the French and EU regulations in force on the date of delivery. The Supplier guarantees that the Products comply with the Customer’s technical specifications as accepted by the Supplier under the conditions set out in Article 2 of the T&Cs. The Customer undertakes to inform the Supplier in writing of any laws and regulations applicable to the Products and any specific certification or approval requirements for the Products in the country in which the Products are imported by the Customer.
12.2 The Supplier will not be held liable for any defects or non-performance that it has not caused and, in particular, for any services for which the Customer is responsible: handling, storage of Products, sale of Products in compliance with the applicable regulations and compliance with the Supplier’s recommendations.
12.3 The Supplier declines all liability for any indirect, special, punitive, incidental and/or consequential damages of any kind, including (but not limited to) business disruption, damage to reputation, third-party claims, damages due to business interruption or loss of profits, loss of savings and loss of competitive advantage or goodwill, whether foreseeable or unforeseeable. In any event, the Supplier’s full contractual liability resulting from the fulfilment of orders subject to these Terms and Conditions of Sale and the use and/or possession of Products sold by the Supplier will not exceed the amount of the payments made by the Customer in respect of the goods which are the subject of this claim.
12.4 The Supplier’s liability excludes in particular any indirect, consequential or immaterial damage and is limited to the amount of the price of the Products concerned.
12.5 These limitations apply to any Product warranty or Product liability.
12.6 Notwithstanding any other provision, it is understood between the Parties that the provisions of this article will benefit the Supplier and any company which, directly or indirectly, is controlled by, is under the same control as or controls the Supplier, as well as all of their respective managers, employees, subcontractors and agents.
12.7 The Customer is solely responsible for the specifications of the Special Products sent to the Supplier, as well as for the conditions of resale of the Products, and in particular for setting and advertising resale prices. The Customer warrants to the Supplier that the specifications of the Special Products do not infringe any third-party intellectual property rights and indemnifies the Supplier against any amounts and costs paid by the Supplier under an award or settlement agreement in this respect. The Customer will be solely liable in the event of damage of any kind suffered by a third party as a result of the use of the Special Products, which is not exclusively due to poor execution of the specifications by the Supplier, and shall indemnify the Supplier against any amounts and costs paid by the Supplier under an award or settlement agreement in this respect.
12.8 Should the Supplier withdraw or recall Products, the Customer undertakes to immediately notify the Supplier of the item codes of the Products concerned (as shown on the delivery note) and to immediately make the Products concerned available to the Supplier, which may, at its discretion, replace them or issue a credit note for the amount of the purchase price of the Products concerned, without this giving rise to the allocation of any compensation to the Customer. In the event of a withdrawal or recall procedure initiated by the Supplier, the Customer or any competent administrative authority, the return by the Customer of the Products recalled is strictly limited to the Product batches concerned.
13. General information:
13.1 If provision of the conditions is declared void or unenforceable, such invalidity or inapplicability will not affect the other provisions of the Terms and Conditions, which will remain in full force and effect.
13.2 No delay granted by the Supplier, or even failure to exercise its rights, will be deemed to constitute a waiver of the Supplier’s rights or limitation thereof, nor may it affect them in any way whatsoever.
14. Applicable law and legal jurisdiction:
The contract between the Parties is subject to French law.
The T&Cs, the relationship between the Parties and the offer and sale of Products are governed by French law. In the event of a dispute or disagreement relating to the T&Cs, the relationship between the Parties or the offer and sale of Products, the Parties undertake to seek an amicable solution beforehand, in particular by recourse to mediation (by an internal or external mediator). The requesting Party must notify the other Party of the details of the dispute or challenge and propose the name of a mediator. If the other Party refuses mediation, the Parties are unable to agree on the name of a mediator or the mediator does not accept the assignment within 7 (seven) clear days of the notification provided for in the previous paragraph, mediation will be deemed to have failed and each Party will regain the right to take legal action. The mediation phase will last a maximum of 15 (fifteen) days from the date the mediator accepts the assignment. At the end of the mediation period and in the absence of an agreement, each Party will regain the right to take legal action. For the duration of the mediation, the Parties will refrain from taking any legal action against each other in connection with the dispute concerned. However, by way of exception, even during the mediation, the Parties may apply to the courts for investigative measures on the basis of Article 145 of the French Code of Civil Procedure. The costs of mediation will be borne equally by each Party.
Any dispute or disagreement not settled amicably under the conditions set out in the previous paragraph will be subject to the exclusive jurisdiction of the competent courts of the place where the Supplier has its registered office, including in the event of summary proceedings, a court order, multiple defendants, an incidental claim or introduction of third parties.
15. Data protection and freedom of information:
The Customer and the Supplier acknowledge that the processing of personal data, in the context of fulfilling the orders subject to these Terms and Conditions of Sale, must be carried out in full compliance with all applicable data protection laws, including (but not limited to) the European General Data Protection Regulation 2016/679. The Parties undertake to process only the personal data necessary for the performance of the obligations agreed and to comply with the legal and regulatory requirements to which they are subject.
In the event that, in connection with the performance of these obligations, it is necessary for one of the Parties to send the other Party personal data relating to its employees or agents:
a) the first Party shall inform its employees or agents in this regard and provide them with information on the processing of such personal data; and
b) each Party will be respectively responsible for the processing of such personal data.
All information on how personal data will be processed by the Supplier is available at the following address https://privacy.strongtie.com/privacy-notice-french/
Terms and Conditions of Sale Simpson Strong-Tie – Etanco
Direct Sales - Integrators
Version: 2025 (supersedes any prior version)
Contractual scope:
These Terms and Conditions of Sale (hereinafter the ‘T&Cs’) will govern all contracts relating to the supply or sale by Ateliers LR ETANCO and/or Simpson Strong-Tie (hereinafter the ‘Supplier’) to its direct customers and integrator customers (hereinafter the ‘Customer’, as appropriate) of wood connection products, mechanical and chemical fasteners, screws and bolts in strips, fasteners and systems for the building envelope (hereinafter ‘Standard Products‘) or manufactured at the Customer’s request on the basis of its specifications (‘Special Products’), for delivery in mainland France or for export (any destination outside mainland France). Unless otherwise agreed in writing, a contract may not be subject to any other stipulation, whether implicit or explicit, resulting from commercial custom or practice, the customer’s terms and conditions of purchase or any other document made out by the customer.
Any service or delivery made by the Supplier implies the unreserved acceptance by the customer (hereinafter the ‘Customer’) of the T&Cs. Information, photographs, prices and descriptions appearing in catalogues, brochures, CD-ROMs, websites or, more generally, on any commercial document are provided for information purposes and are not contractual.
The Supplier reserves the right to change the T&Cs at any time. Any new version of the T&Cs will automatically replace the previous version.
Order:
Orders for Standard Products must be placed by telephone, email or EDI to the Supplier’s registered office and must include: the Customer’s contact details; the invoicing address; the names, item codes and quantities of Standard Products; the desired delivery date and place; and, in accordance with the terms of the special conditions negotiated between the Supplier and the Customer and accepted in writing by each of them, the price of the Products (excluding VAT and including VAT) and the payment terms and methods. The order for Standard Products is firm and binding on the Parties from the date of dispatch of the acknowledgement of receipt of the order by the Supplier, by email or EDI. By way of derogation, if the price of the Standard Products and/or the payment terms and methods mentioned by the Customer at the time of ordering do not comply with the special conditions negotiated between the Supplier and the Customer or with the Supplier’s prices and conditions, the Supplier shall send the Customer, by email, the corrected purchase order in accordance with the negotiated conditions. The conditions set out in the corrected purchase order are valid for two (2) months from the date of dispatch of the said purchase order by the Supplier. In such a case, the order for Standard Products will be firm and binding on the Parties from receipt by the Supplier of the corrected purchase order bearing the Customer’s signature (and stamp), together with the words ‘bon pour accord’ (‘approved’).
To order Special Products, the Customer must send the following information by email or EDI to the Supplier’s registered office: the Customer’s contact details; the invoicing address; the Customer’s specifications and plans; the quantities of Special Products; the desired place of delivery; and, in accordance with the terms of the special conditions negotiated between the Supplier and the Customer and accepted in writing by each of them, the payment terms and methods. The Supplier shall send a quotation to the Customer on the basis of the information contained in the order for Special Products. By way of derogation, if the Customer’s specifications cannot be implemented by the Supplier and/or the payment terms and methods mentioned by the Customer at the time of ordering do not comply with the special conditions negotiated between the Supplier and the Customer, the Supplier shall send a request for the Customer to correct the order so as to issue a quotation based on the information included in this new order for Special Products. Quotations issued by the Supplier are valid for fifteen (15) calendar days from their date of dispatch. The order for Special Products will be firm and binding on the Parties from receipt by the Supplier of the quotation bearing the Customer’s signature (and stamp), accompanied by the words ‘bon pour accord’ (‘approved’). The manufacturing period for the Special Products, which is a minimum of fifteen (15) working days, will commence from the acceptance of the Supplier’s quotation by the Customer.
For all Product orders, an acknowledgement of receipt will be sent within a maximum of 48 hours from receipt of the order for Standard Products or the specifications for Special Products, (except during the annual holiday period, i.e. week 33, week 51, week 52 and week 1-2026, during which the period of silence to be taken into consideration is ten (10) working days). Any unreserved fulfilment of the order by the Supplier will constitute acceptance of the order by the Supplier, for the Products for which order fulfilment has commenced.
All orders must be for a minimum amount of €300 net excluding VAT (products excluding delivery costs). It is specified that for deliveries by courier, delivery costs will be applied under the following conditions for orders of less than €300: €10 for orders under €100 excluding VAT; €20 for orders between €100 excluding VAT and €199 excluding VAT; €30 for orders between €200 excluding VAT and €299 excluding VAT. For express deliveries and products in the security range, delivery charges will be applied according to the weight of the delivery concerned. All orders from an integrator customer must be for a minimum amount of €450 net excluding VAT (products excluding delivery costs). Please note that for deliveries of less than the minimum amount, a delivery charge of €30 will be applied to the order concerned.
If an order does not reach a minimum amount of €150 net, a flat-rate handling fee of €15 net will be applied to the order concerned.
No firm and binding order may be changed or cancelled, in whole or in part, by the Supplier or by the Customer. The Supplier may refuse any order if it considers that it involves quantities that are too large or stipulates a delivery time that is too short, the Customer has not provided sufficient guarantees of solvency or the Customer’s outstanding balance limit has been exceeded. The Supplier may also make acceptance of any order subject to the provision of guarantees by the Customer and require cash payment for all or part of the Products when the order is placed.
The Supplier reserves the right to make any changes to the Products and to suspend or discontinue any Products or range of Products, without the Customer being entitled to claim any compensation. However, the Supplier undertakes to fulfil orders placed prior to the suspension or discontinuation of the Product or range of Products in question.
In the absence of an express request for additional information when placing an order, the Customer is deemed to be fully informed of the Products ordered. For any request for clarification, the Customer may contact the Supplier’s sales department. The Customer must specify any specific use of the Products to the Supplier in writing.
Ownership:
The Supplier retains full material and intellectual property rights over the documents, media, know-how, files and data provided to the Customer, unless otherwise agreed in writing. Samples may only be sent to a third party with the express permission of the Supplier. Tools remain the property of the Supplier and will remain in its workshops. The Customer’s share of tooling costs does not imply any transfer of material or intellectual property or know-how. All intellectual property rights, as well as the know-how incorporated in the documents, Products delivered and services performed, remain the exclusive property of the Supplier.
The Customer guarantees that the plans, specifications, documents and data of any kind provided by it, as well as their conditions of implementation, do not infringe the intellectual property rights or know-how of third parties. As such, the Customer guarantees that the Supplier will be indemnified from all direct or indirect consequences of any liability action.
Use of Products:
The Customer is responsible for the use of the Products under normal conditions and in accordance with the applicable safety and environmental laws, as well as best practices and the specifications or recommendations of the Supplier.
The Customer undertakes to dispose of the Product packaging in accordance with local environmental legislation, it being specified that non-recyclable packaging is not taken back by the Supplier and that the packaging complies with the applicable environmental legislation within the European Union.
The Customer undertakes to provide information relevant to the use of Products to the potential sub-purchaser. The Supplier shall ensure the traceability of Products until the date of delivery to the Customer.
Delivery:
The delivery times communicated to the Customer are only indicative and may be disputed by the Supplier in the event of circumstances beyond its control. They will be specified 72 hours before the dispatch date. Exceeding delivery times will not result in cancellation of the order or compensation. The Supplier does not deliver at weekends or on public holidays. If the Customer requests a postponement of the delivery date initially agreed, or if the Customer refuses to accept the order at the time of delivery for reasons relating to the Customer’s organisation, the Supplier may not be held responsible for any delay in delivery and the Supplier may charge the Customer for any costs incurred by the postponement, based on supporting documents (including the costs of a second delivery attempt by the carrier as well as the costs of storing the Products).
Delivery is deemed to have been made as soon as the carrier arrives at the Customer’s sites, plants or warehouses before unloading the lorry, or when the order is collected at the counter by the Customer. The risks are transferred to the Customer upon delivery. Unless otherwise agreed, all transport operations, insurance, customs, handling, etc. are at the expense and risk of the Customer. In the event of the temporary unavailability of one or more Standard Products or raw materials used in the manufacture of Special Products, the Supplier shall notify the Customer and will be authorised to make partial deliveries. Any delays in delivery will then relate only to Products delivered late, and not to the entire order.
5.3 Complaints about apparent defects or the non-conformity of a Product must be made in writing and sent to the Supplier within ten (10) calendar days, not including public holidays, following delivery (Art. L.133-3 of the French Commercial Code). In order to be taken into account by the Supplier, complaints about defects or faults that could not reasonably have been detected on delivery must be sent to the Supplier’s registered office, by email, within a maximum of five (5) calendar days following delivery, and must include the item code of the Products, the subject of the complaint and the reasons for it.
5.4. After this period, no such claim will be admissible and the Product(s) will be deemed to have been accepted.
The Products and packages must be checked upon receipt in the presence of the carrier, the costs and risks relating to this verification being borne by the buyer.
In any event, the verification procedure cannot increase the duration or shift the starting point of the maximum payment deadline.
5.5 It will be the Customer’s responsibility to substantiate the alleged defect(s) or non-compliance(s). The Customer must give the Supplier all opportunities to observe them and to remedy them if necessary. The Customer will refrain from intervening itself or involving a third party for this purpose or risk losing the benefit of the guarantees sought.
5.6 If a Product is recognised by the Supplier as defective, the Customer shall, at the Supplier’s discretion, either make the Products concerned available to the Supplier or any third party designated by the Supplier, or return them to the Supplier. Products may not be returned without the Supplier’s prior written consent. Products accepted by the Supplier must be returned within a maximum of ten (10) clear days following acceptance by the Supplier and will be done so at the Customer’s expense.
5.7 Standard Products recognised by the Supplier as defective may, at the Seller’s discretion, be replaced by identical or similar Standard Products or be the subject of a credit note for the amount of the purchase price of the Standard Products concerned after receipt by the Supplier of the Products concerned returned by the Customer. It is specified that returns concerning Standard Products will only be approved by the Supplier under the following conditions: the order concerned is for an amount equal to or greater than €250, the products concerned must have been delivered within a maximum of six months prior to the return and must not have expired. A discount of 30% of the price of the Products may be applied to the credit note issued by the Supplier. No returns will be accepted for Special Products.
5.8 Any refusal of Products on delivery for a reason that is not demonstrated to be attributable to the Supplier and any wrongful return of Products will result in the invoicing of the cost of returning the Products and payment of the amount of the Products ordered. Unreserved acceptance of the Products releases the Supplier from any liability for any apparent defects or non-conformities, damage or shortages in the Products.
Price:
The price of the Products will be the price offered in our proposal/quotation or, in the absence of a valid proposal/quotation, the price in our current goods catalogue, minus any discount agreed in writing. Our quotations are valid for 30 days from their issue, unless a written waiver has been provided. Prices exclude ‘ex works’ taxes. Unless otherwise stipulated, the prices of goods sold are those in force on the day the binding and final order is sent by the Customer.
The Supplier reserves the right to change its pricing conditions for any future order at any time, in particular when such a change is due to external circumstances such as, for example, an increase in the cost of raw materials.
Payment:
Unless expressly agreed otherwise in writing, payments will be made by bank transfer within 45 days of the end of the month (it being specified that the method of calculation is as follows: end of month + 45 days) from the date of issue of the invoice. Compliance with the payment terms is a decisive condition of the Supplier’s commitment. Payment will only be deemed to have been made once the funds have been made available to the Supplier’s account. The Supplier reserves the right to change how invoices are sent, in particular if a system leading to their digitalisation is introduced. Advance payments are made without discount. Any amount not paid by the due date will automatically be subject to interest, calculated on the amount inclusive of tax at the rate of legal interest plus five points.
As part of the environmental transition and electronic invoicing, delivery of a duplicate invoice by post is invoiced at €2.50 excluding VAT.
Should there be a delay in payment, or even a partial failure to pay, the Supplier will also be entitled to suspend the performance of its current obligations by simply giving written notice to the Customer.
In the case of non-payment, 48 hours after formal notice has gone without response, the Supplier may, by any means, provide notice of its intention to terminate ipso jure all or part of the order, and may request the return of the goods sold, without prejudice to any other damages.
In the event of total or partial non-payment, following formal notice sent by registered letter with acknowledgement of receipt to the Customer to which no response has been received 48 hours after receipt, the Company may automatically exercise its right to immediate payment of all invoices issued to the Customer.
For all professionals, the payment of amounts due after the eligibility date shown on the invoice will automatically increase the invoice total to include a fee of €40 under the conditions provided for in Article L. 441-10, II of the French Commercial Code.
Any payment incident on the part of the Customer will automatically entitle the Supplier to make any new delivery to said Customer subject to payment in full when the order is placed.
The Supplier may automatically offset its claim against the Customer against any claim that the Customer may hold against it.
7.8 In the event of loss of credit insurance cover, a payment incident such as late payment, rejection of a direct debit or partial payment, the Supplier reserves the right to suspend all or part of the current orders, refuse any new order and/or make delivery of the Products subject to payment of the full price of the Products on delivery or on order, without prejudice to any other means of recourse available to it. In addition, any payment incident will automatically and without prior notice lead to the application of a flat fee of €40 for collection costs, all the Customer’s debts to the Supplier becoming immediately due and the payment of late payment penalties at the rate of three (3) times the legal interest rate, without prejudice to any additional compensation that the Supplier may claim. All payments will be deemed to be applied first to late payment penalties, late payment interest and then to the oldest debts.
7.9 No payment may be subject to compensation, reduction (for example, by application of penalties) or refusal at the Customer’s initiative, in particular in the event of an alleged delay in delivery or total or partial defect in the Products, without the Suppliers prior written consent and without the Supplier having been able to verify the truth of the alleged complaint.
7.10 As a reminder, under Article L. 442-1 of the French Commercial Code, the Customer may not apply payment terms that are stricter than the terms to which the Supplier has committed with regard to the Customer as it imposes obligations that create a significant imbalance.
7.11 In accordance with Law no. 2020-105 of 10 February 2020 on the anti-waste circular economy (‘AGEC’ law), construction products and materials from the building sector (as defined in Article R. 543-289 of the French Environmental Code) are subject to the Extended Producer Responsibility scheme (see Articles L. 541-10-1 and L. 541-10-23 of the French Environmental Code): FR217995_04EQMV. As a company that places construction products or materials on the national market (see Article R. 543-290 of the French Environmental Code), the Supplier is required to contribute to or provide for the collection, free of charge, of waste arising from these products when collected separately, and for the treatment of the said waste. In this respect, the Supplier shall pay an eco-contribution to an eco-organisation (see Article R. 543-288 of the French Environmental Code). In accordance with the provisions of Article R. 543-290-3 of the French Environmental Code, the Supplier shall pass on the amount of this eco-contribution on the invoice, without applying any discount, rebate or other possibility of reduction, in addition to the net unit price of the Products it sells.
Reservation of ownership:
The Supplier retains full ownership of the goods delivered until effective payment of the full price, which includes the principal and accessory, is received.
The buyer shall ensure that identification of the goods is always possible. Goods in stock are presumed to be unpaid.
8.3 The Customer undertakes to inform the Supplier immediately of any seizure or other intervention by a third party on the Products, in order to enable the Seller to preserve its rights.
8.4 In the event of non-payment of a single invoice or part of an invoice on the due date, or in the event of a risk of insolvency on the part of the Customer, the Supplier may recover the Products from the Customer’s premises at the Customer’s expense and risk, even in the absence of insolvency proceedings on the part of the Customer. To this end, the Customer undertakes to give it free access to its premises and to inform it of the place where the Products are stored.
8.5 In the event of Products being reclaimed, the Supplier reserves the right to draw up an inventory or to sequestrate the unpaid Products held by the Customer. For the purposes of this article, Products in stock will be deemed to correspond to unpaid receivables.
8.6 The Customer is responsible, from the time of delivery as defined in Article 3.1 of the T&Cs, for the storage of the Products, handling operations, the conditions under which the Products are kept and any damage they may suffer. The Customer therefore undertakes to take all reasonable care in the custody and preservation of the Products and to take out an insurance policy to cover any damage or loss that may be caused to or by the Products as soon as they are delivered.
8.7 If the Customer goes into receivership or liquidation, Simpson Strong-Tie reserves the right to reclaim, as part of the insolvency proceedings, any goods sold and not paid for.
Security/warranty:
As a prerequisite condition, the provision of the Products by the Supplier may be subject to the provision of any personal or real security and/or guarantee that the Supplier deems useful. At any time, the Supplier may request the provision of such a security and/or guarantee up to the principal amount of the Customer’s order(s), in addition to the guarantee of interest and accessories. Any subsequent increase in the total amount of orders may be subject to the provision of any security and/or guarantee that the Supplier deems appropriate. Should any of the securities or guarantees provided by the Customer be implemented, the Supplier may request an additional security and/or guarantee, in order to guarantee all balances currently owing or those that will be payable by the Customer. The Supplier is authorised to entrust or assign to third parties claims against the Customer for recovery of goods, should there be a delay or failure to pay in full or in part. In addition, for payments not yet due, retention of securities and/or guarantees will be as of right, and this notwithstanding the cancellation or termination of the contract, until full payment is made for the receivables.
Subcontracting:
When the contract entered into with a Customer is part of a chain of business contracts, the Customer has a legal obligation to have the Supplier accepted by its own Instructing Party. It is also obliged to have that Party accept the Supplier’s payment terms. If the Instructing Party is not the end customer, the Customer undertakes to demand compliance with Law No. 75-1334 of 31 December 1975 on subcontracting.
Force majeure:
Neither Party can be held responsible for its delay or failure to perform any of its obligations if such a delay or failure is the direct or indirect result of a case of force majeure, including strikes, fires, natural disasters, power cuts, accidents, inability to be supplied, flood, storm, epidemic, pandemic, etc. Each Party shall inform the other Party, without delay, of the occurrence of a force majeure event which will likely affect the execution of the contract when it becomes aware of it.
Consequently, the Parties will not be held liable for failing to perform of any of their obligations in the event that such failure is due to an impediment beyond their control, and they could not reasonably foresee such impediment and its effects at the time the contract with the Customer was drawn up.
Warranty/Liability:
The Supplier guarantees that the Products comply with the French and EU regulations in force on the date of delivery. The Supplier guarantees that the Products comply with the Customer’s technical specifications as accepted by the Supplier under the conditions set out in Article 2 of the T&Cs. The Customer undertakes to inform the Supplier in writing of any laws and regulations applicable to the Products and any specific certification or approval requirements for the Products in the country in which the Products are imported by the Customer.
The Supplier will not be held liable for any defects or non-performance that it has not caused and, in particular, for any services for which the Customer is responsible: handling, storage of Products, sale of Products in compliance with the applicable regulations and compliance with the Supplier’s recommendations.
The Supplier declines all liability for any indirect, special, punitive, incidental and/or consequential damages of any kind, including (but not limited to) business disruption, damage to reputation, third-party claims, damages due to business interruption or loss of profits, loss of savings and loss of competitive advantage or goodwill, whether foreseeable or unforeseeable. In any event, the Supplier’s full contractual liability resulting from the fulfilment of orders subject to these Terms and Conditions of Sale and the use and/or possession of Products sold by the Supplier will not exceed the amount of the payments made by the Customer in respect of the goods which are the subject of this claim.
The Supplier’s liability excludes in particular any indirect, consequential or immaterial damage and is limited to the amount of the price of the Products concerned.
These limitations apply to any Product warranty or Product liability.
Notwithstanding any other provision, it is understood between the Parties that the provisions of this article will benefit the Supplier and any company which, directly or indirectly, is controlled by, is under the same control as or controls the Supplier, as well as all of their respective managers, employees, subcontractors and agents.
12.7 The Customer is solely responsible for the specifications of the Special Products sent to the Supplier, as well as for the conditions of resale of the Products, and in particular for setting and advertising resale prices. The Customer warrants to the Supplier that the specifications of the Special Products do not infringe any third-party intellectual property rights and indemnifies the Supplier against any amounts and costs paid by the Supplier under an award or settlement agreement in this respect. The Customer will be solely liable in the event of damage of any kind suffered by a third party as a result of the use of the Special Products, which is not exclusively due to poor execution of the specifications by the Supplier, and shall indemnify the Supplier against any amounts and costs paid by the Supplier under an award or settlement agreement in this respect.
12.8 Should the Supplier withdraw or recall Products, the Customer undertakes to immediately notify the Supplier of the item codes of the Products concerned (as shown on the delivery note) and to immediately make the Products concerned available to the Supplier, which may, at its discretion, replace them or issue a credit note for the amount of the purchase price of the Products concerned, without this giving rise to the allocation of any compensation to the Customer. In the event of a withdrawal or recall procedure initiated by the Supplier, the Customer or any competent administrative authority, the return by the Customer of the Products recalled is strictly limited to the Product batches concerned.
General information:
If provision of the conditions is declared void or unenforceable, such invalidity or inapplicability will not affect the other provisions of the Terms and Conditions, which will remain in full force and effect.
No delay granted by the Supplier, or even failure to exercise its rights, will be deemed to constitute a waiver of the Supplier’s rights or limitation thereof, nor may it affect them in any way whatsoever.
Applicable law and legal jurisdiction:
The contract between the Parties is subject to French law.
The T&Cs, the relationship between the Parties and the offer and sale of Products are governed by French law. In the event of a dispute or disagreement relating to the T&Cs, the relationship between the Parties or the offer and sale of Products, the Parties undertake to seek an amicable solution beforehand, in particular by recourse to mediation (by an internal or external mediator). The requesting Party must notify the other Party of the details of the dispute or challenge and propose the name of a mediator. If the other Party refuses mediation, the Parties are unable to agree on the name of a mediator or the mediator does not accept the assignment within 7 (seven) clear days of the notification provided for in the previous paragraph, mediation will be deemed to have failed and each Party will regain the right to take legal action. The mediation phase will last a maximum of 15 (fifteen) days from the date the mediator accepts the assignment. At the end of the mediation period and in the absence of an agreement, each Party will regain the right to take legal action. For the duration of the mediation, the Parties will refrain from taking any legal action against each other in connection with the dispute concerned. However, by way of exception, even during the mediation, the Parties may apply to the courts for investigative measures on the basis of Article 145 of the French Code of Civil Procedure. The costs of mediation will be borne equally by each Party.
Any dispute or disagreement not settled amicably under the conditions set out in the previous paragraph will be subject to the exclusive jurisdiction of the competent courts of the place where the Supplier has its registered office, including in the event of summary proceedings, a court order, multiple defendants, an incidental claim or introduction of third parties.