1) The general conditions of sale defined below, apply to all of our orders and sales to the exclusion of our contracting parties general purchase or order conditions.
2) Orders by our customers are firm, except in the case of advice to the contrary on our part within fifteen days and except in the event of an intervention by a third party or other circumstances beyond our control occuring after this 15 days delay.
No order cancellation nor modification by the purchaser may be opposed to us.
3) Goods are deemed to be taken and approved in our factory. They travel at the risk of the addressee even in the exceptional case of cariage free dispatch.
In the event of average or delay in transportation, the addressee must record the reservations provided for in article 106 of the Trade Code.
4) The delivery dates are those stipulated when the order is placed.
In the event of a delay in delivery, the purchaser may only terminate the contract if he has served a notice to comply on the vendor by registered letter with notice of receipt.
On receipt of this notice to comply, the vendor has a period of fifteen days from receipt of the letter to dispatch the order, beyond this period, the purchaser may obtain reimbursement of his advance payment to the exclusion of any compensation or damages ; if delay is due to a cause other than the one set out below.
5) In the event of force majeure or unpredictable delay in deliveries of raw materials or defective delivery by our suppliers, we reserve the right to cancel orders. Our purchasers may not demand any delivery nor any compensation whatsoever.
6) Our prices are ex-works, except in the case of a stipulation to the contrary on the order form confirmed by us.
7) Our invoices are payable to our registered offices. Our drafts or payment acceptances may not contain any waiver of this clause.
All payments mut be made to us in the invoicing currency. Excep in the case of provisions to the contrary, the payment currency is the euro.
8) Discount :
Depending on the agreement concluded, payment will be made :
- either on presentation, i.e within fifteen days of the date of issue of the invoice, by cheque,
- or later, by the contractually agreed due date.
Prior acceptance of our drafts does not in any event modify the stipulate date of payment of our invoices. Payments made out to our representatives or agents do not constitue full and final settlement. In the event of early payment, 1 % discount per month may be deducted from the total amount of the invoice (law n°92 .1442 of 12/31/92).
We may require a deposit on a customer’s order. This deposit will be substracted from the total amount due on the order.
In the event that the order is cancelled – except under the conditions stated in article 2 above by the customer, this deposit will be kept definitively and in full and as penalty clause. In addition, the vendor reserves the right to initiale litigation to procure additional payment of damages and/or of the total amount due on the original order.
9) Penalty :
In the event of non-payment by the due date and without the need for any prior notice to pay, overdue payment interest at one and one half times the current legal interest rate calculated ont the sum due excluding tax, will be automatically due.
Interest will be inccured until the date or full settlement.
All part months will be due in full.
10) In the event of non-payment of a single bill or failure to comply with a single due date, all sums outstanding for the order concerned or for any other order already delivered or in the course of delivery or for any other reason will be immediately payable : irrespective of the agreed payment system, whether payment is due or not.
In the case, we retain the right to stop delivery of goods, notwithstanding the existence of any contract in force.
11) We reserve the right to demand payment guarantees during the existence of a contract.
In the absence of these guarantees, any contract may be automatically terminated.
If a reduction in solvency, demonstrated, for instance by the non-payment of any bill of exchange or any due invoice, occurs after execution of the order, all our accounts receivable from the purchaser will also become immediately payable.
12) Any right of retention or any offsetting of accounts receivable which the purchaser may claim against us is excluded.
The purchaser expressly renounces use of the provisions of Article 1290 of the Civil Code.
13) Ownership reservation clause :
It is expressly agreed that our company reserves ownership of delivered goods until full payment of the price in principal, interest and any accessory charges.
The remittance of a draft or any other security creating an obligation to pay does not constitue a payment. In the event of faillure to make a due payment or to pay a single price fraction, the sale will be automatically terminated eight days after the serving of a notice to comply by registrered letter with notice of receipt which fails to have the desired effect.
The goods must then be returned by the purchaser.
If the goods, covered by the ownership reservation, have been resold by the purchaser, our account receivable will be automatically transfered to the account receivable for the goods sold. The purchaser hereby cedes all accounts receivable which may arise from the resale of unpaid goods subject to the ownership reservation.
The purchaser undertakes to show goods subject to an ownership reservation on a separate line on the assets side of this balance sheet in order to protect the rights, particularly in the case of sale or pledge of the business, seizure or confiscation of goods or opening of a collective procedure.
If the purchaser is taken into official receivership or is liquided by court order, the goods may be claimed within three months of the date of publication of the judgement opening such procedures in the BODACC. Notwithstanding the ownership reservation, all risks relating to the delivered goods are borne by the purchaser, as from remittance of the goods to the carrier.
From such time, the purchaser is liable for alls risks of deterioration, loss, partial or total destruction, irrespective of the clause of damage, even in a fortuitous case or a case of force majeure.
The purchaser must insure said goods on behalf of any appropriate party and provide supporting documents for such insurance at creditor's request.
14) No claims for non conformity or apparent defects, irrespective of the reasons, may be accepted after eight days following receipt of the goods and any unauthorised return will be refused.
Claims for hidden defects which may be raised subsequently will be examined by the vendor and purchaser to decide on the action to be taken.
15) Samples are sold on a firm basis and will not be taken back in any circumstances.
16) Intelletual property : designs, samples and documents remitted or sent by oourselves remain our property ; under no circumstances can they thus be communicated to third parties by the buyer. Our clients commit not to make any use of the documents, susceptible of causing prejudice to our company's industrial and/or intelletual property rights; failure to comply would engage their liability. In this case, we authorize ourselves not to deliver any more goods, notwithstanding an eventual contract in progress.
17) Any legal action to execution of a purchaser’s obligation, particulary payment of the price of goods, will automatically entail, as an irreductible penalty clause, a penalty of 15 % of the sums due, without prejudice to overdue payment interest and any damages and excluding all legal costs.
18) The Commercial Court of our registered offices (or the Tribunal de Grande Instance of our registered offices pronouncing on commercial cases) will have sole competence to hear cases arising from the execution or interpretation of these general conditions of sale, even in the event of several repondents, guarantee appeal, petitions on points of law.
Bills of exchange or payment acceptances will not affect nor waive this clause.
19) French domestic law alone will apply to matters not settled above, irrespective of the destination of the delivery, the location where the order is placed or the nationality of the purchaser.
20) Our company specifies that only the French text of the general conditions of sale may be opposed to it in the event of any dispute or litigation arising from the execution or interpretation of these general conditions of sale.