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General Terms and conditions of Sale
1- Scope
All our sales governed by these general terms and conditions of sale and delivery which form the basis of our sales negotiations and which may not be cancelled or modified in any way by the clauses stated in the customer’s documents and particularly its general terms and conditions of purchase. All orders sent to us are conditional upon our acceptance of them. This acceptance may be in the form of an acknowledgement of receipt of the order or otherwise the direct performance of the order. All information provided in our catalogues, brochures, advertisements, price lists and other sales documents is provided as an indication only and is not binding.
2- Prices
The applicable price of a product is that of our price list at the date of order placement, or of our proposal in response to an enquiry by the purchaser. Should this price undergo any changes between the order date and the delivery date, the new price will be communicated to the purchaser who, failing the express refusal of this price within 8 days, will be considered to have accepted it. The stated prices are excluding VAT and packaging for ex. works goods. The final price is the one agreed in the order confirmation document, or in the invoice. If a product is delivered to the purchaser, a supplement may be invoiced for carriage and packaging according to our currently valid delivery charges.
3- Payment
Invoices are payable at time of collection or delivery, unless otherwise agreed by the parties. Depending on the particularities of the order, an advance payment or down-payment may however be requested of the purchaser at the time of its placement. Payment is only deemed complete when a cheque or bill of exchange has been cashed. Any dispute regarding the quantity or quality of the products sold, or regarding an item or amount stated on an invoice is not a valid reason for not paying an invoice at the due date. In the event of a partial delivery, payment for the products already delivered may not be delayed pending complete delivery of the order. Any dispute as to the invoice amount will only be valid if addressed to us in writing within 15 days of the invoice date. Interest for late payment, including incomplete payment of an order, will be chargeable on the basis of three times the legal interest rate, from the due date to the date payment is effective, together with an additional charge of 20 Euros to cover administrative costs. Furthermore, failure to pay an invoice by the due date gives us the right to suspend delivery of any current orders placed by the purchaser and all debts owed will be immediately payable to us without any need to issue a formal demand. The purchaser must refund all the disbursements made by us to recover the amounts due, including any legal fees. Payment of an invoice after the due date stated in the invoice will automatically incur a further charge of 40 Euros pursuant to article L441-6, paragraph 12 of the French commercial code. Should there be any statutory change to this amount, the new charge will automatically apply instead of the amount indicated in these general terms and conditions of sale. The automatic application of this charge does not prevent an additional charge being applied to cover all the disbursements of any kind implemented for the recovery of this debt.
4- Delivery
The purchaser undertakes to receive the goods in the place and on the date indicated by us. If the purchaser does not receive the goods owing to its failure to respect the above, the delivery will be considered to have been made, under the agreed terms, with all its effects. The delivery time given is an indication only; if it is not observed, no penalty for late delivery or cancellation of the order or deferred payment may ensue. Any additional costs resulting from any delay that is beyond our control in the performance of a delivery shall be borne by the purchaser. Force Majeure, war, strikes, lock-outs, road blocks, epidemic, materials shortages, fire, flooding, accidents involving tools and any other unplanned causes of an interruption of the supply of products from our suppliers will release us from the obligation to supply the products concerned within the time initially planned. If the event lasts over thirty days from its first occurrence, the sales contract we have entered into with the purchaser may be terminated by the most diligent party, and none of the parties may claim compensation for damages. The products will be loaded by the driver of the vehicle. In all cases, the unloading of the goods at the place of delivery will be carried out under the responsibility of the purchaser, irrespective of how much our driver or the driver of the carrier company contracted by us is involved in the unloading operations. The transfer of risk relating to the goods sold takes place before the goods are loaded at our warehouse, irrespective of any particular collective agreement made with the purchaser with regard to transportation. The custody of the goods sold is also transferred to the carrier, whether contracted by us or by the purchaser, prior to their being loaded at our warehouse. On arrival of the goods at the purchaser’s warehouse or worksite, custody is then transferred to the purchaser before the goods are unloaded.
5- Retention of ownership
We retain ownership of the goods delivered until the full price, including VAT, has been paid by the purchaser. However, the transfer of the risks of loss or damage of the seller’s products will be effective as soon as they are handed over to the carrier. This right to ownership also includes any improvements or additions made by the purchaser to the goods delivered. Failing payment in part of in full of an outstanding invoice, the purchaser grants us free access to its premises to allow us to make an inventory of our goods in its possession, and to allow us to retrieve the unpaid goods by any means whatsoever, with no prior notice or formal demand. The purchaser undertakes to immediately inform the seller should it be placed under receivership or administration or in case of third party attachment of the goods or other measures.
6- Warranty
In the event of a defect in the quality of a product that has been acknowledged by us, our warranty is limited to the sole replacement of the defective product, or when it cannot be replaced, to a price refund, excluding any compensation for direct or indirect loss or damage to the purchaser or its employees or to any third parties as a result of the defect. The duration of our warranty is equal to that accorded to us by the manufacturer or supplier of the goods, and at least six months from receipt of the goods by the purchaser. If however a product is found to be defective or missing on delivery to the purchaser, our warranty is limited to the liability of the carrier contracted by us, and may only be exercised if the purchaser has indicated clear and detailed reservations in the delivery note, and has made a formal claim by means of an “acte extrajudiciaire” or sent by registered letter within three days of receipt of the reservations regarding the carrier, stating its reasons, and if the purchaser notifies us of this claim within eight days of receiving the goods.
Likewise, in the case of goods collected [by the purchaser] or delivered by us, any defects or missing items in comparison to the quantities ordered must be immediately reported by the purchaser and entail:
- Either a refusal to collect or receive delivery of the defective products,
- Or the indication of clear and detailed reservations on the collection or delivery note, confirmed within eight days in a written claim, where it concerns the quantity of goods.
Otherwise, the delivery of goods will be deemed compliant with the order and no subsequent claim by the purchaser will be accepted.
If the goods collected or delivered do not contain any defects but are not compliant with the goods ordered, our warranty is also limited to their simple exchange for compliant goods, and will only be exercised if the purchaser sends us a claim within eight days of receiving the goods.
The warranty will not cover products modified by the purchaser or by a third party, products that are not used for the purpose for which they are intended and products used without regard for the manufacturer’s recommendations and/or instructions. If the exercise of the warranty involves exchanging the goods, they must be returned by the purchaser at its expense to our warehouse, according to Incoterm DDU (delivery duty unpaid).
7- Product returns
No products may be returned by the purchaser without our prior, written agreement. Such agreement shall be exceptional and must be given within three months of the delivery of the products, providing that the products are contained in our stock plan and that they are in unused condition with the original packaging. The products must be returned to our warehouse according to the Incoterm DDU (Delivery Duty Unpaid). The products will be the subject of a non-refundable credit note for the purchase price invoiced from which a sum, whose amount will be communicated to the purchaser in our return acceptance letter, will be deducted.
8- Contract revision
If we have well-founded reasons for fearing a payment default by the purchaser at the time of or subsequent to ordering the goods, or if the purchaser cannot offer the same guarantees as at the date the order was accepted, acceptance of the purchase order or pursuing its performance may be conditional upon a shorter payment term, if such a term has been granted, or the provision of guarantees that our invoices will be paid;
9- Termination of the contract
If an invoice has not been paid by the due date, or if any of the obligations set down in these general terms and conditions of sale or in the particular terms and conditions of sale, the sale will be automatically cancelled with no other formality than a formal demand to pay addressed to the purchaser and unanswered after eight days.
10- Data Protection and Privacy
The purchaser is informed that any personal data collected in the processing, automatic or not, of its order, is used by our company exclusively for administrative and commercial purposes. It is reserved for internal use and will not be transferred or sold to a third party.
In compliance with the French Data Protection Act, the purchaser has the right to access, rectify or oppose this data.
11- Disputes
Any disputes will be referred to the courts having jurisdiction where our registered office is located, notwithstanding the introduction of third parties or the presence of several defendants. French law will have exclusive jurisdiction.