General sales conditions
1. ORDER PROCESSING AND DELIVERY
These standard terms of sale govern all orders and, more generally, any sales/purchases of the seller’s goods. In particular, they govern the applicable retention of title clause in accordance with the provisions of Article L-621-122 of the French Commercial Code.
The applicable price list and standard terms of sale are automatically sent or provided to each buyer who so requests, in order to enable such buyer to place an order.
The placing of an order implies full and unconditional acceptance by the buyer of these standard terms of sale, which prevail over any other document of any type whatsoever, and in particular any standard terms of purchase produced by the buyer, unless expressly agreed otherwise by the seller beforehand.
Orders shall not be binding until they have been expressly accepted by the seller. Such acceptance may be inferred from the dispatch of the goods. Orders may not be amended or cancelled without the seller’s express written consent. Where buyers amend orders, the seller shall no longer be bound by the agreed deadlines for performance thereof.
The seller reserves the right, at any time, to make such modifications as it deems necessary to its goods or such modifications as are required under the applicable regulatory provisions. Such modifications shall not be treated as a ground for amending or cancelling an order.
Should the seller fail to rely on any one of the provisions of these standard terms of sale, at any given time, such failure shall not be interpreted by the buyer as a waiver of the seller’s right to subsequently rely on any one of the said provisions.
1.2 Delivery - passing of risk
Regardless of the destination of the goods and the terms and conditions governing the sale, the goods shall be deemed to have been delivered and the risk shall pass to the buyer when the goods are made available at one of the seller’s places of business, even where the sale is made carriage-paid.
Delivery periods are not binding and are provided for information purposes only. The length of such periods depends in particular on whether the goods are in stock and the order in which purchase orders are received. In addition, the specified delivery periods shall be suspended as of right upon the occurrence of any event beyond the seller’s control delaying delivery. The seller is entitled to deliver the goods in one or more instalments. Should the seller fail to comply with the specified delivery periods, the buyer shall not be entitled to claim damages, withhold payment or cancel pending orders.
Where buyers fail to collect the goods on the scheduled delivery date, the seller shall be entitled, at the buyer’s sole expense and risk, to arrange for their dispatch to the order address specified in the order by a carrier of its choice, in the name and on behalf of the buyer and at the buyer’s expense and risk.
Title to the goods shall not pass upon delivery. The goods shall be carried at the buyer’s risk. In the event of damage to the delivered goods or a shortfall, the buyer shall make the necessary written complaints to the carrier, in a clear, accurate and comprehensive way. Where no complaints have been made to the carrier within three (3) days of delivery by letter sent by registered post with acknowledgment of receipt, in accordance with the provisions of Article 133-3 of the French Commercial Code, together with a copy sent to the seller, the relevant goods shall be deemed to have been accepted by the buyer.
3. CLAIMS - RETURNS - WARRANTIES
Without prejudice to the steps to be taken by the buyer vis-à-vis the carrier in accordance with the provisions of Article 133-3 of the French Commercial Code, in the event of patent defects or a shortfall, any claim of any kind whatsoever pertaining to the delivered goods shall only be deemed to have been validly received by the seller where it is made in writing and sent by registered post with acknowledgement of receipt within three (3) days of delivery. Buyers shall be required to provide such proof as is necessary to establish the existence of the defects or shortfall.
Goods may only be returned where there is a written agreement between the seller and the buyer to this effect. Any goods returned without the seller’s prior written consent shall be held for the buyer and no credit note shall be issued therefor. In all cases, shipping costs shall be borne by the buyer and returns shall be at the buyer’s own risk. Where, after inspection, the seller or its representative accepts and/or ascertains the existence of a patent defect or shortfall, the buyer shall only be entitled to claim replacement of the defective items and/or provision of the missing goods. Buyers shall not be entitled to claim compensation of any kind or to cancel the order.
Buyers shall be responsible for the proper storage of the goods and their distribution in their packaging before their use-by date.
Buyers shall be liable for any modifications they make to the goods, whether such modifications are extrinsic, carried out on external packaging or any other information provided or the traceability of the goods, or intrinsic, carried out on or within the goods themselves. Accordingly, buyers are liable for any damage caused to the goods or any third party by goods made defective as above, or following their storage or keeping in a way that is defective or that does not comply with the specific conditions of the goods or good practice. More generally, buyers shall be liable for any wrongful act or omission.
Goods past their use-by date can neither be returned to nor exchanged by the seller.
4. PRICES - INVOICING - PAYMENT TERMS
The goods are supplied at the price in force on the date the order is placed.
The seller may decide to adjust prices at any time subject to the applicable regulatory provisions. The new prices shall automatically apply as of the date specified in the new price list.
Prices are stated net, ex-works and exclusive of taxes on the basis of the price lists provided to the buyer. Buyers shall bear any and all taxes, duties or other charges payable under the regulatory provisions of an exporting, transit or importing country.
4.2 Invoicing - payment terms
One single invoice shall be issued for each delivery. The date on which the consignment is handed over to the carrier is both the invoice issue date and the date on which any payment periods granted start to run.
Invoices are payable in full, without any discounts, by bank transfer.
All orders accepted by the seller are accepted on the basis that the buyer has adequate financial guarantees and does in fact pay the sums owed by their due date, in accordance with the applicable legislation. Accordingly, in the event that the seller has serious or specific reasons to believe that the buyer will have problems making the relevant payments at the date of the order or subsequent thereto or where the buyer no longer has the same guarantees as at the date on which the order was accepted, the seller shall be entitled to require payment in advance or cash on delivery and/or the provision of guarantees by the buyer in the seller’s favour as a condition for acceptance of the order or the continued performance thereof.
The seller shall also be entitled, prior to accepting any order and during the performance thereof, to require the buyer to provide copies of its accounts, in particular its profit and loss accounts, and including projected accounts, to enable the seller to assess the buyer’s creditworthiness.
Should the buyer refuse to provide payment in advance or cash on delivery and no adequate guarantee is offered by the latter, the seller shall be entitled to refuse to perform the placed order(s) and to refuse to deliver the relevant goods. In such circumstances, the buyer may not claim that the seller has refused to sell the goods without just cause or claim any compensation whatsoever.
4.3 Non-payment - Penalties
Late payment interest shall by payable by the buyer on any invoices that have not been settled by their due date. Such interest shall be payable at three (3) times the statutory interest rate and shall automatically accrue as of the day following the due date specified in the invoice pursuant to the provisions of Article 441-6 of the French Commercial Code. Such penalties are payable as of right, upon receipt of notice informing the buyer that the seller has charged such interest.
Any failure by the buyer to comply with its payment obligations may entail the cancellation as of right by the seller and without any requirement for prior formal notice, of any and all sales of goods that have not been settled, sales pending delivery and any previously granted payment terms. Any other sums owed shall become immediately payable, even if such sums are not yet outstanding or where drafts have been drawn therefor. In addition, the seller reserves the right to make any new delivery subject to the prior payment of outstanding arrears and payment in full.
Any dispute of any kind or disagreement pertaining to the conclusion or performance of the order shall be subject to the exclusive jurisdiction of the Courts of Paris, unless the seller prefers a different competent court. This clause shall also apply to urgent applications, ancillary claims and cases involving multiple defendants, regardless of the modes or methods of payment.
6. RETENTION OF TITLE
Title to the goods shall not pass to the buyer until the price has been paid in full, without prejudice to the passing of risk to the buyer.
The seller reserves the right, at any time, to draw up an inventory of the delivered goods in the presence of the buyer and the buyer undertakes to grant the seller unrestricted access to its premises. Delivered goods that have not been paid for may be repossessed even in the event of administration or winding-up proceedings in accordance with the statutory provisions in force. The benefit of this retention of title clause for unpaid goods applies to all goods in stock belonging to the seller. The first goods to have been delivered are deemed to be the first goods to have been resold.