The placing of an order implies full and unreserved acceptance by the buyer of these general terms and conditions of sale, to the exclusion of all other documents such as technical documents or files issued by the vendor and which are for information only. All other terms and conditions contrary, complementary or otherwise imposed by the buyer, irrespective of when they are made known to the vendor, are therefore unenforceable against the latter. Forbearance by the Vendor in relying on any whatsoever of these general terms and conditions of sale may not be construed as a waiver of its right to rely on any whatsoever of these terms and conditions in the future. These terms and conditions of sale shall also apply to all sales and/or deliveries situated outside French territory.
2 - Recording orders
The buyer transmits the details of the order to the vendor according to its needs, generally to the vendor's representatives or by telephone, fax or e-mail. For orders of a certain size from certain categories of customers, the vendor shall provide the buyer with a quotation including, in particular, the nature and reference of the products selected by the buyer, their price and delivery lead times, the duration of validity of the quotation and the general terms and conditions of sale.
A minimum purchase total of 50,000 € (tax excl.) is required to validate an order
3 - Retention of title
The vendor shall retain title to the goods delivered until full payment of the price and corresponding ancillary charges (French Act No. 80.335 of 12 May 1980).
The simple issuing of a document creating an obligation to pay, such as a bill of exchange, may not constitute payment within the meaning of this clause, as the vendor's initial receivable from the buyer shall continue to exist along with all guarantees connected thereto, including retention of title, until such instrument has been effectively paid.
The above provisions shall not prevent the transfer to the buyer, upon delivery of the goods sold, of the risk of loss or deterioration of the goods subject to retention of title, in addition to any damage they may cause. The buyer shall take out comprehensive insurance against risks arising as from delivery of the Products. The buyer shall refrain from pledging the goods sold or giving them as security until the price has been paid in full.
In the event of the total or partial non-payment of goods by the due date, irrespective of the reason therefor, the vendor may demand, as of right and with no prior formality required, the return of all goods delivered, at the buyer's expense and risk. Said return shall not constitute a cancellation of the sale.
The buyer shall, moreover, pay the vendor, by way of a penalty clause, compensation equal to 15% of the amount of the principal owed, pursuant to the provisions of Articles 1152 and 1226 of the French Civil Code.
4 - Delivery and transfer of risk:
The risks associated with the products purchased under this agreement shall be transferred to the buyer upon receipt of the goods at the premises designated by the latter in the case of deliveries made carriage paid,where shipping is arranged by the vendor. The delivery lead times indicated by the vendor are provided for information only.
Where the buyer arranges shipping, risk shall be transferred upon the collection of the goods from the premises designated by the vendor. In this case, the buyer shall insure the goods during transport.
For sales and/or deliveries outside France, the buyer and vendor shall indicate in the purchase order the Incoterm applicable to the transaction, determining the shipping terms, costs and fees, customs formalities, taxes, insurance costs and risk transfer. In the absence of a designated Incoterm, sales and deliveries shall be carried out Ex Works.
5- Payment terms
Depending on the nature of the order, settlement may be made in one lump sum with a deposit upon the placing of the order, or may include an intermediary payment upon delivery and payment of the balance upon acceptance of the goods. The payment date shall be indicated on the invoice.
In any case, the deadline for payment may not exceed 45 days from the end of the month in which the invoice is received by the buyer. The buyer may be granted a 2% discount if the vendor receives payment within 10 days from the date the invoice is received by the buyer. No discount shall be granted for prompt payment where such payment is made by promissory note, regardless of the date of receipt by the vendor. In general, payment shall be made by automated bill of exchange. Any other means of payment must have the vendor's prior, written approval.
Late-payment interest shall be applied as of right and calculated at the ECB refi rate plus 10 percentage points on all outstanding sums owed, in addition to a fixed charge of €40 to cover debt collection costs.
In addition to late-payment interest, the vendor may also, as of right and without any further formality, cancel the order in question and suspend all orders in progress and all prior orders not paid for in full, irrespective of whether they have been delivered or not and whether payment for them is due or not, without prejudice to any other course of action, without compensation and with no prior notice. Where payment for an order is in instalments, failure to pay a single instalment after formal notice to pay has been issued under the terms provided for above shall result in the entire debt becoming immediately payable or the cancellation of said order by the vendor as of right and with no further formality being required. In all of the foregoing cases, sums owed for other deliveries or for any other reason shall become immediately payable.
Any deterioration in the buyer's creditworthiness may justify the requirement of guarantees, payment of a deposit upon the placing of the order or payment outright prior to the fulfilment of orders received and therefore of any dispatch.
6 - Warranty and liability
The buyer is responsible for verifying that the goods delivered conform to the order before using them. Any complaints must be notified to the vendor immediately and in any event within 15 days after delivery. The warranty is solely limited to the replacement or reimbursement, at the vendor's sole discretion, of products acknowledged by the latter as being defective or not conforming to the characteristics described in its catalogues or agreed in writing between the parties. The vendor's obligation to replace or reimburse such products may not exceed the value of the quantity of goods sold and acknowledged as being defective.
The buyer is solely responsible for the choice, intended purpose and conditions of use of the goods delivered. The vendor waives all liability and warranties regarding the choice, use and implementation of the goods, both in quantitative and qualitative terms.
7 - Governing law and jurisdiction
Our company gives its address for service at is Registered Office in Beynost. Any dispute shall be referred to the Bourg Commercial Court (Tribunal de Commerce), irrespective of the place of delivery and accepted means of payment, even if a third party is joined to the proceedings or in the event of multiple defendants. This agreement shall be governed by French law, irrespective of the place of delivery or the location of the buyer's registered office.