1. General Provisions – Scope of Application

These General Terms and Conditions of Sale (T&Cs) constitute, in accordance with the French Commercial Code, the sole basis of the commercial relationship between the parties. They define the terms under which LEMA Industries (the “Supplier”) provides professional buyers (the “Buyer”), upon request, with the services it performs and/or the products it manufactures or distributes.

These T&Cs apply without restriction to all sales concluded by LEMA Industries, excluding any others, and take precedence over the Buyer’s general terms of purchase.

These T&Cs are made available to buyers through:

• The company’s website: www.lema-industries.fr
• Upon simple request
• Attached to quotes
• Upon order confirmation

Any order implies the Buyer’s acceptance of these T&Cs. Validation of the order signifies acceptance without reservation. Together with the order, the T&Cs form the entire contract between the Supplier and the Buyer.

The information on the website, catalog, and brochure may be modified or updated at any time.

2. Orders

Orders may be sent by mail or email. These T&Cs apply by default to any order addressed to LEMA Industries, unless expressly stated otherwise and accepted in writing by LEMA Industries. An order becomes firm and final only after formal acceptance by LEMA Industries (acceptance email or signed order confirmation). An unconfirmed order does not bind the company.

For orders placed exclusively online, registering an order on the LEMA Industries website is valid only if the Buyer accepts the T&Cs by checking the relevant box and validating the order. This validation implies unconditional acceptance of the entirety of these T&Cs, which constitute the sales contract. The order acknowledgment and acceptance are confirmed by email. Data recorded in LEMA Industries’ computer system provides proof of all transactions concluded with the Buyer.

Only the products and services described and listed in the quote are due. Services such as on‑site commissioning, training of the Buyer’s personnel, support, maintenance, and supply of spare parts are not the responsibility of LEMA Industries unless mentioned in the quote.

Unless otherwise specified in the quote, the total price is global and fixed. In the event of a postponement of the order for more than three months, LEMA Industries may request price adjustment or termination of the contract by right.

Unless specifically indicated, deadlines stated in days are understood as working days. A standard week without public holidays consists of five working days, and a standard month without public holidays consists of 20 working days. The Buyer is informed that the company is closed for three weeks in August and two weeks during the year‑end holidays; deadlines do not run during these two periods.

In the event of contractual non‑performance (breach, delay, failure) solely attributable to LEMA Industries, a weekly fixed penalty of 1% of the contract amount will be applied after formal notice. The total amount of penalties cannot exceed 5% of the total contract amount, excluding taxes. These penalties constitute a lump‑sum assessment of damages, losses, and injuries to be compensated.

3. Studies, Parts, and Documentation

Design studies and manufacturing plans are based on parts and documents provided (samples, specifications, descriptive notices, plans, DFN, etc.). For services involving studies, the Buyer’s formal approval of manufacturing plans is a prerequisite for production. The approval period is a maximum of five working days. If justified observations are made, LEMA Industries will update its documents and manufacturing plans.

Any changes made after the order to plans and documents deemed “Approved for Manufacture” will impact prices and deadlines and will be subject to a quote for modifications.

• LEMA Industries uses Microsoft Office and SolidWorks software. Unless otherwise specified in the order, the Buyer agrees to provide and accept data and files in formats compatible with these software programs.
• Documentation, plans, and notices will be written in French unless otherwise stated in the order.
• Unless otherwise specified in the quote, inspection by an approved body is not included.

Items and parts needed for execution:

• Provided parts are returned to their owner, when possible, upon delivery of the items produced by LEMA Industries.
• Parts provided for the preparation of quotes that do not lead to an order will be returned at the owner’s expense if requested.
• Parts are kept by LEMA Industries for a maximum of six months. After this period, unclaimed parts are considered waste and are sent to an appropriate recycling and processing channel.

4. Order Modifications Management

If all or part of the technical information necessary to fulfill the order (DFN, plans, specifications, tolerances, applicable standards, input data, assumptions, etc.) changes, LEMA Industries will inform the Buyer of the impact on prices and deadlines.

Deadlines must be renegotiated in the event of a postponement or delay in the execution of the order by the Buyer (studies, manufacturing, delivery). LEMA Industries will then be entitled to financial compensation to cover handling, storage, and preservation costs, as well as those resulting from the postponement of activities and invoicing.

On‑site assistance, modifications, or waiting times due to the Buyer’s actions are charged at the following rates:

• Engineer: €100/hour excl. VAT
• Workshop and design office technician: €75/hour excl. VAT
• Workshop labor: €65/hour excl. VAT
• On‑site labor: €70/hour excl. VAT
• Travel expenses: actual costs + 15%

5. Packaging

Packaging is carried out by LEMA Industries according to the nature and sensitivity of the goods and in the interest of the Buyer. Unless otherwise indicated in the order, packaging is not intended by default to protect against falls, crushing, and impacts that may result from improper securing by the carrier, a collision, mishandling, or storage at the delivery location.

6. Transport – Delivery – Acceptance

Unless otherwise specified in the quote or in a clause formally accepted by LEMA Industries:

• Provisional acceptance, when requested, takes place at the LEMA Industries workshop in Wavrin, France.
• Final acceptance occurs immediately upon delivery. The Buyer has a maximum period of one month to provide LEMA Industries with an acceptance report, potentially noting any reservations. Failing this, acceptance is deemed unconditional.

Delivery times due to transport are not included in the execution deadline and are provided for information only. They do not constitute a commitment by LEMA Industries. The Supplier is not liable for delivery delays or suspensions caused by the Buyer, the designated carrier, or force majeure events.

For warehouse deliveries, the site must be easily accessible and safe. The Supplier is not liable for any damage caused by the transport vehicle due to difficult access or unsuitable terrain. Any unloading time exceeding one hour is charged at €50 per hour.

Products travel at the Buyer’s risk. In case of damage, loss, or missing items, the Buyer must make claims or seek recourse with the responsible carriers. The Buyer also assumes the cost and risk of unloading the goods.

The Buyer is required to check the apparent condition of the products upon delivery, including condition, number of packages, weight, etc. Unless expressly stated at delivery, products delivered by the Supplier are deemed to comply with the order in quantity and quality.

The Buyer has 48 hours from delivery to issue such claims in writing to the Supplier. Failure to comply with these procedures—particularly the above deadline—means no claim will be validly accepted.

The Supplier will repair or replace, as quickly as possible and at its expense, products whose non‑conformity has been duly proven by the Buyer. The Buyer must return rejected products or goods in their original packaging.

7. Payment Terms

Invoices are issued according to the terms indicated on the quote or in the order. Failing that, 30% of the order amount is invoiced on the day of its approval as a down payment, with the remaining 70% invoiced on the day of receipt of the goods or completion of the ordered services.

Unless otherwise stated in the quote or order and duly accepted by LEMA Industries, the maximum payment term is 30 days following the invoice date. No discount is applied for early payment.

In the event of late payment, penalties apply by operation of law, without formality or prior notice. Late fees are calculated based on the European Central Bank’s refinancing rate, increased by 10 percentage points, applied to the invoice amount (incl. VAT). Each overdue invoice will also incur a flat‑rate penalty of €40 for recovery costs.

Without express prior written consent from the Supplier, and provided that reciprocal claims and debts are certain, liquid, and due, no set‑off may be carried out between possible penalties for delayed delivery or non‑compliance and the amounts owed by the Buyer for the purchased products.

In case of late payment, the Supplier also reserves the right to:

• Demand immediate payment of all outstanding amounts on any issued invoice;
• Require cash payment for future orders;
• Suspend or cancel all current orders, demand additional guarantees, and/or suspend performance of its own obligations, without the Buyer being able to assert any right of retention or set‑off, and without prejudice to any other remedy;
• Retain amounts already received as liquidated damages.

8. Retention of Ownership

LEMA Industries retains ownership of the products sold until full payment of the price, principal and accessories. Transfer of ownership to the Buyer occurs only after full and effective payment of the agreed price. The Supplier reserves the right to reclaim the products or demand payment for unpaid items.

9. Conformity Guarantee – Quality

LEMA Industries guarantees the Buyer, for a period of one year from the delivery date, against any conformity defect or hidden defect arising from a design or manufacturing defect in the product, excluding any error, omission, negligence, or fault by the Buyer.

LEMA Industries ensures that its services comply with the contractual specifications. The Supplier reserves the right to unilaterally terminate the order at the Buyer’s expense, without compensation, if it appears that the Buyer’s stipulations are not compliant with rules of the art, usual tolerances, applicable standards, or legislation, and the Buyer refuses to grant a waiver.

The Buyer must promptly notify LEMA Industries of any non‑compliance or defect that is not apparent, within eight days of discovery. The claim must be documented and substantiated, subject to compliance with Article 5 of these T&Cs. In such case, LEMA Industries will:

• Strive to resolve the claim diligently and amicably;
• Conduct a joint inspection of the disputed products (the Buyer may involve an independent expert);
• Determine whether the products are repairable or need replacement;
• Remedy the non‑compliance.

The transfer to the Buyer of the risks of loss and deterioration of the products occurs upon delivery and receipt of said products, regardless of the transfer of ownership. It is therefore the Buyer’s responsibility to insure the products against any risks they may face or cause.

LEMA Industries draws the Buyer’s attention to the conditions regarding warehousing and storage of the goods sold, of which the Buyer is fully aware. Consequently, no warranty is granted by LEMA Industries in the event of non‑compliance by the Buyer with warehousing and storage conditions. The same applies in cases of improper handling, use, or maintenance by the Buyer.

No claims will be accepted after a period of 24 months from delivery of the product.

10. Liability Limitations

LEMA Industries’ liability may be engaged only in the event of proven fault or negligence and is limited to direct damages, to the exclusion of any indirect damages of any kind. LEMA Industries is in particular not liable to the Buyer for material damage other than that affecting the products sold.

LEMA Industries is not liable to the Buyer for intangible damages, including costs, expenses (including legal fees), unavailability, loss of profits, loss of production, or non‑consequential delays, which may directly or indirectly result from:

• Damage and loss arising from the products sold;
• Consequences of improper use or lack of maintenance of the products sold.

If LEMA Industries’ liability is established, its guarantee is in any event limited to the amount (excl. VAT) paid by the Buyer for the purchased products.

11. Confidentiality and Intellectual Property

LEMA Industries undertakes to maintain the confidentiality of any information declared as such by the Buyer and exchanged in connection with the execution of the order. The Supplier undertakes to take the necessary measures with respect to its employees, subcontractors, and suppliers to ensure this confidentiality under their responsibility.

The core business of LEMA Industries is to develop ideas, applications, solutions, systems, processes, and methods to provide its clients with products, tooling, and machines specifically tailored to their needs. Consequently, all ideas, studies, solutions, plans, documents, and prices provided by LEMA Industries to the Buyer in the context of preparing a quote and fulfilling an order are deemed confidential and may not, under any circumstances, be disclosed to third parties.

LEMA Industries retains exclusive rights over the reproduction, adaptation, use, and modification of original products and solutions it has designed and which are featured in the documents and plans provided. Only LEMA Industries is authorized to file patent applications for products and practical solutions envisioned during the studies it conducts, insofar as these are original and patentable.

LEMA Industries owns the trademarks, trade names, distinctive signs, and logos. The Buyer is expressly prohibited from mentioning or using these without the Supplier’s express written consent.

Unless otherwise specified, no intellectual property right of LEMA Industries is transferred to the Buyer for manufacturing methods, products, tooling, drawings, plans, or studies related to an order.

In case of violation of these prohibitions, LEMA Industries may pursue legal action.

12. Force Majeure

LEMA Industries’ liability cannot be invoked if the non‑performance or delay in performing one of its obligations described in these T&Cs results from an event of force majeure within the meaning of the French Civil Code.

13. Protection of Personal Data

The personal information collected by the Supplier (such as name, phone number, email address, or bank details) is recorded in its customer file and used to manage commercial relations with the client and process their orders. It may also be used for mailing purposes for up to three years after the last commercial contact.

The personal data collected will be retained for as long as legally required.

Access to personal data is strictly limited to LEMA Industries’ employees authorized to process it by virtue of their roles. The information collected may be shared with third parties contracted by the company for outsourced tasks necessary to manage the order, without requiring the client’s authorization. In performing their services, third parties have only limited access to the data and are contractually obligated to use it in compliance with applicable data‑protection legislation. Outside of these cases, the Supplier undertakes not to sell, rent, transfer, or grant access to third parties to the data without the client’s prior consent, unless required to do so for a legitimate reason (legal obligation, fraud prevention, abuse prevention, etc.).

In accordance with applicable legal and regulatory provisions, particularly French Law No. 78‑17 of January 6, 1978, as amended (Data Protection Act), and EU Regulation No. 2016/679 of April 27, 2016 (GDPR), the client has the right to access, rectify, port, and delete their data, or to restrict processing. They may also object to processing for legitimate reasons.

The client can exercise these rights by sending their request to:

The privacy policy of LEMA Industries is available upon request and on its website.

14. Applicable Law and Dispute Resolution

These T&Cs are governed by French law, to the exclusion of any other law. In the event of a dispute arising from the interpretation or performance of any of the obligations set out in these T&Cs, the parties agree to seek an amicable resolution. If a persistent disagreement remains, the dispute shall fall under the exclusive jurisdiction of the Commercial Court of Lille (France).

The fact that LEMA Industries does not enforce one or more provisions of these T&Cs cannot be considered a waiver of its right to do so in the future. If any provision of these T&Cs is deemed invalid or unenforceable, this shall not affect the validity of the remaining provisions.