Application
The present conditions govern the contractual relationship between the Vendor and any purchaser of products supplied by the Vendor (hereinafter the “Purchaser”).
The Buyer acknowledges having read and accepted these terms and conditions.
The Buyer waives any other clause, in particular those appearing on its purchase order, its general conditions of purchase or any other written document.
The present conditions shall prevail over any other conditions that may have been accepted by the Vendor.
The Buyer acknowledges having read and accepted these terms and conditions.
The Buyer waives any other clause, in particular those appearing on its purchase order, its general conditions of purchase or any other written document.
The present conditions shall prevail over any other conditions that may have been accepted by the Vendor.
Controls
Orders are validly placed by the Buyer sending an order signed by an authorized person within his organization, strictly on the basis of the terms of a commercial proposal previously issued by the Vendor by e-mail or any other means agreed between the Parties.
Orders are placed by the Buyer solely in application of the price indicated on the aforementioned commercial proposal sent by the Vendor, these prices being valid for the period indicated on this proposal.
However, in the event of a change in general economic conditions, and in particular an increase in the price of raw materials or energy, the Vendor reserves the right to modify its price list, notifying the Purchaser in writing and providing the Purchaser with reasonable explanations for the modification, which will apply to all orders placed subsequent to this notification for the remaining period covered by the commercial proposal.
The order is deemed accepted by the Vendor
(i) once an acknowledgement of receipt of the order has been formally issued to the Buyer, in the first instance, and then
(ii) after having sent the Buyer confirmation of the order by any means (e-mail with acknowledgement of receipt, etc…).
In the event of any contradiction between the sales proposal or order acknowledgement/confirmation and the order form, the provisions of the sales proposal or order acknowledgement/confirmation shall prevail.
The suspension, modification, postponement or cancellation of the order from the date of dispatch by the Vendor of the order acknowledgement/confirmation received from the Vendor may not take place without the express prior written agreement of the Vendor.
Any modification of the order may result in a price increase or a postponement of the delivery date.
In the event of cancellation of the order without the Vendor’s agreement, any advance payments made may be retained as a minimum amount to be set off against the Vendor’s damages.
Orders are placed by the Buyer solely in application of the price indicated on the aforementioned commercial proposal sent by the Vendor, these prices being valid for the period indicated on this proposal.
However, in the event of a change in general economic conditions, and in particular an increase in the price of raw materials or energy, the Vendor reserves the right to modify its price list, notifying the Purchaser in writing and providing the Purchaser with reasonable explanations for the modification, which will apply to all orders placed subsequent to this notification for the remaining period covered by the commercial proposal.
The order is deemed accepted by the Vendor
(i) once an acknowledgement of receipt of the order has been formally issued to the Buyer, in the first instance, and then
(ii) after having sent the Buyer confirmation of the order by any means (e-mail with acknowledgement of receipt, etc…).
In the event of any contradiction between the sales proposal or order acknowledgement/confirmation and the order form, the provisions of the sales proposal or order acknowledgement/confirmation shall prevail.
The suspension, modification, postponement or cancellation of the order from the date of dispatch by the Vendor of the order acknowledgement/confirmation received from the Vendor may not take place without the express prior written agreement of the Vendor.
Any modification of the order may result in a price increase or a postponement of the delivery date.
In the event of cancellation of the order without the Vendor’s agreement, any advance payments made may be retained as a minimum amount to be set off against the Vendor’s damages.
Buyer’s needs – Seller’s role
By placing an order, the Buyer acknowledges that
(i) that he/she has been sufficiently informed about the characteristics of the Vendor’s products and the suitability of these products for his/her needs,
(ii) that it is the Buyer’s responsibility to seek any additional information or outside assistance, and that the Buyer waives the right to hold the Vendor responsible for any lack of information or advice.
The Buyer is responsible for the suitability of the products for their intended use.
(i) that he/she has been sufficiently informed about the characteristics of the Vendor’s products and the suitability of these products for his/her needs,
(ii) that it is the Buyer’s responsibility to seek any additional information or outside assistance, and that the Buyer waives the right to hold the Vendor responsible for any lack of information or advice.
The Buyer is responsible for the suitability of the products for their intended use.
Delivery
Contractual delivery times are indicative.
The transfer of risk takes place at the time of delivery.
Unless otherwise agreed, delivery is always EXW (Ex Works – CCI Incoterms 2020), to the Seller’s premises.
In the particular case where the Vendor takes charge of transport, delivery is made at the Buyer’s opening hours, as specified by the Buyer at the time of ordering.
If the order is not so specified, delivery may be made at the carrier’s working hours and days.
If delivery is delayed for reasons for which the Purchaser is responsible, the resulting costs, in particular for storage and redelivery, shall be borne by the Purchaser.
The transfer of risk takes place at the time of delivery.
Unless otherwise agreed, delivery is always EXW (Ex Works – CCI Incoterms 2020), to the Seller’s premises.
In the particular case where the Vendor takes charge of transport, delivery is made at the Buyer’s opening hours, as specified by the Buyer at the time of ordering.
If the order is not so specified, delivery may be made at the carrier’s working hours and days.
If delivery is delayed for reasons for which the Purchaser is responsible, the resulting costs, in particular for storage and redelivery, shall be borne by the Purchaser.
Reception
The Buyer is obliged to check the condition and apparent conformity of the products as soon as he/she takes possession of them with the Vendor or the carrier.
In the event of loss or damage due to transport, or in the event of apparent non-conformity of the products ordered, the Buyer shall mention this and/or express detailed and reasoned reservations to the carrier immediately on the delivery note, and shall send a copy to the Vendor within 48 working hours of delivery.
Failing this, the products are deemed to have been accepted as is.
Payment made by the Buyer also constitutes recognition of the apparent conformity of the products delivered.
The Buyer shall provide the Vendor, together with a copy of the delivery note, with all justifications and useful evidence relating to any anomalies, defects or non-conformities observed.
1 The Vendor shall be free to remedy such anomalies, defects or non-conformities by any means of its choice, and at most by replacing the non-conforming or defective products, without being bound by any other obligation, in particular of compensation, apart from the remedy chosen.
In any event, no product or part may be returned without the Vendor’s express prior written consent.
The return of a product by the carrier does not replace this agreement.
Returns for simple damage to packaging will be refused unless it can be established that the product has been damaged.
Any product returned without the Vendor’s agreement will be held at the Buyer’s disposal at his own risk, the price remaining due as well as the corresponding storage costs.
Acceptance of a product return does not in itself imply any recognition of the anomaly, defect or non-conformity on the part of the Vendor.
In the event of loss or damage due to transport, or in the event of apparent non-conformity of the products ordered, the Buyer shall mention this and/or express detailed and reasoned reservations to the carrier immediately on the delivery note, and shall send a copy to the Vendor within 48 working hours of delivery.
Failing this, the products are deemed to have been accepted as is.
Payment made by the Buyer also constitutes recognition of the apparent conformity of the products delivered.
The Buyer shall provide the Vendor, together with a copy of the delivery note, with all justifications and useful evidence relating to any anomalies, defects or non-conformities observed.
1 The Vendor shall be free to remedy such anomalies, defects or non-conformities by any means of its choice, and at most by replacing the non-conforming or defective products, without being bound by any other obligation, in particular of compensation, apart from the remedy chosen.
In any event, no product or part may be returned without the Vendor’s express prior written consent.
The return of a product by the carrier does not replace this agreement.
Returns for simple damage to packaging will be refused unless it can be established that the product has been damaged.
Any product returned without the Vendor’s agreement will be held at the Buyer’s disposal at his own risk, the price remaining due as well as the corresponding storage costs.
Acceptance of a product return does not in itself imply any recognition of the anomaly, defect or non-conformity on the part of the Vendor.
Prices and payment
The applicable prices are those agreed between the Parties in accordance with the provisions described above in the “ORDERS” paragraph.
The Buyer acknowledges that the Vendor may always request a deposit before delivery.
Unless otherwise agreed by the Vendor or stated on the sales proposal, product prices are quoted “ex works” (“EXW”), in euros, exclusive of taxes, duties and special packaging.
The Buyer waives any right to align prices granted to it with prices granted to other customers.
The Seller’s invoices are payable within 30 days net date of invoice, without discount for early payment, by SWIFT or SEPA transfer, unless expressly stated otherwise by the Seller.
On pain of foreclosure and forfeiture of rights, payment of any credit note or discount owed by the Seller must be claimed within a maximum period of 1 year from the date on which the debt arose.
In the event of late payment, the Vendor may suspend all orders in progress, without prejudice to any other recourse, remedies and damages.
Any sum not paid by the due date shall entail forfeiture of the payment term for all orders and may give rise, ipso jure and without prior notice, to the payment of late payment interest at the European Central Bank’s discount rate plus 10 points.
The Buyer will also be required to pay the fixed sum of 40 euros provided for by the applicable French regulations as a fixed recovery indemnity.
If collection costs exceed 40 euros, the Buyer shall be liable for reimbursement of all other costs incurred in the collection of sums due, based on receipts, including those of collection service providers, public officials such as notaries or bailiffs, and lawyers.
The Vendor reserves the right not to accept an order in the event of failure by the Vendor to pay an invoice within the aforementioned payment period.
The Buyer acknowledges that the Vendor may always request a deposit before delivery.
Unless otherwise agreed by the Vendor or stated on the sales proposal, product prices are quoted “ex works” (“EXW”), in euros, exclusive of taxes, duties and special packaging.
The Buyer waives any right to align prices granted to it with prices granted to other customers.
The Seller’s invoices are payable within 30 days net date of invoice, without discount for early payment, by SWIFT or SEPA transfer, unless expressly stated otherwise by the Seller.
On pain of foreclosure and forfeiture of rights, payment of any credit note or discount owed by the Seller must be claimed within a maximum period of 1 year from the date on which the debt arose.
In the event of late payment, the Vendor may suspend all orders in progress, without prejudice to any other recourse, remedies and damages.
Any sum not paid by the due date shall entail forfeiture of the payment term for all orders and may give rise, ipso jure and without prior notice, to the payment of late payment interest at the European Central Bank’s discount rate plus 10 points.
The Buyer will also be required to pay the fixed sum of 40 euros provided for by the applicable French regulations as a fixed recovery indemnity.
If collection costs exceed 40 euros, the Buyer shall be liable for reimbursement of all other costs incurred in the collection of sums due, based on receipts, including those of collection service providers, public officials such as notaries or bailiffs, and lawyers.
The Vendor reserves the right not to accept an order in the event of failure by the Vendor to pay an invoice within the aforementioned payment period.
Intellectual property
The Buyer acknowledges that the Seller is the owner or licensee of the intellectual and industrial property on the products, technical and commercial documents and the names, signs, designs, models or patents used by the Seller for their marketing (“the IP”).
The Buyer shall not remove the Seller’s trademarks or signs affixed to the products or their packaging and affix its own trademarks or signs or repackage the products with its own packaging, except with the express prior written consent of the Seller.
The Buyer may not register – obtain a right to – or use any element of IP, whether or not registered in his country – for any purpose other than the fair use or marketing of the products actually acquired from the Seller and available for resale, in compliance with the contract and with the rules and customs applicable in France and in his country.
The customer undertakes to transfer to the Vendor, free of charge, any rights constituted on an element of the IP.
The Buyer shall not remove the Seller’s trademarks or signs affixed to the products or their packaging and affix its own trademarks or signs or repackage the products with its own packaging, except with the express prior written consent of the Seller.
The Buyer may not register – obtain a right to – or use any element of IP, whether or not registered in his country – for any purpose other than the fair use or marketing of the products actually acquired from the Seller and available for resale, in compliance with the contract and with the rules and customs applicable in France and in his country.
The customer undertakes to transfer to the Vendor, free of charge, any rights constituted on an element of the IP.
Warranty – Liability
The Seller’s products are guaranteed to conform to their technical documentation and to the standards in force on the day of delivery to the Buyer.
The Vendor guarantees the Buyer against any variation in components in excess of the threshold indicated in the technical documentation associated with the products.
The obligation resulting from the Vendor’s warranty is limited, at the Vendor’s option, to restoring the products to conformity or, at the most, to replacing them if they are found to be defective or non-compliant.
The Seller’s warranty only applies if the products have been used and/or processed in accordance with the associated technical documentation, current standards and good practice, if they have been stored normally and in accordance with their intended use and the technical documentation, and if the Buyer has carried out a conformity analysis of the products prior to any processing or industrial treatment.
No warranty is given by the Seller in the event of non-conformity or defect arising from improper use of the products.
No warranty is given by the Seller that the products sold do not infringe any intellectual property rights, and in particular patents, belonging to third parties in the country of destination, whatever they may be.
1 All defects must be reported in writing within 15 days of discovery, failing which the warranty will lapse.
Whatever the nature of the complaint, the Buyer must demonstrate that the defect is attributable to the Seller and provide a detailed description.
No product may be returned without the Vendor’s express prior written consent.
All returns will be made under the responsibility and at the expense of the Buyer.
No penalty or lump-sum compensation may be claimed from the Vendor for late delivery or, more generally, for the Vendor’s failure to perform its obligations.
The Vendor may not be held liable for any immaterial, indirect, incidental or consequential, foreseeable or unforeseeable damage caused to the Buyer, and in particular for loss of earnings or profits, operating losses, commercial or image damage, or for any damage resulting from a change in the standards in force subsequent to delivery of the products.
Taking into account the economy of the contract, the prices charged by the Seller and the balance of the parties’ rights and obligations as recognized by the Buyer, the Seller’s liability may not exceed the amount of the order in question, nor, in any event, a maximum amount of 50,000 euros.
The Buyer may not avail itself of any other warranty or liability, or of any other remedy or damages, other than those granted by the present article.
The Vendor guarantees the Buyer against any variation in components in excess of the threshold indicated in the technical documentation associated with the products.
The obligation resulting from the Vendor’s warranty is limited, at the Vendor’s option, to restoring the products to conformity or, at the most, to replacing them if they are found to be defective or non-compliant.
The Seller’s warranty only applies if the products have been used and/or processed in accordance with the associated technical documentation, current standards and good practice, if they have been stored normally and in accordance with their intended use and the technical documentation, and if the Buyer has carried out a conformity analysis of the products prior to any processing or industrial treatment.
No warranty is given by the Seller in the event of non-conformity or defect arising from improper use of the products.
No warranty is given by the Seller that the products sold do not infringe any intellectual property rights, and in particular patents, belonging to third parties in the country of destination, whatever they may be.
1 All defects must be reported in writing within 15 days of discovery, failing which the warranty will lapse.
Whatever the nature of the complaint, the Buyer must demonstrate that the defect is attributable to the Seller and provide a detailed description.
No product may be returned without the Vendor’s express prior written consent.
All returns will be made under the responsibility and at the expense of the Buyer.
No penalty or lump-sum compensation may be claimed from the Vendor for late delivery or, more generally, for the Vendor’s failure to perform its obligations.
The Vendor may not be held liable for any immaterial, indirect, incidental or consequential, foreseeable or unforeseeable damage caused to the Buyer, and in particular for loss of earnings or profits, operating losses, commercial or image damage, or for any damage resulting from a change in the standards in force subsequent to delivery of the products.
Taking into account the economy of the contract, the prices charged by the Seller and the balance of the parties’ rights and obligations as recognized by the Buyer, the Seller’s liability may not exceed the amount of the order in question, nor, in any event, a maximum amount of 50,000 euros.
The Buyer may not avail itself of any other warranty or liability, or of any other remedy or damages, other than those granted by the present article.
Reservation of ownership
Without prejudice to the transfer of risks upon delivery of the products to the Vendor (departure/EXW) or in accordance with any agreed delivery conditions, the Vendor retains ownership of the products sold until actual collection of all sums due by the Buyer in respect of the sale and collection of the price.
In the event of non-payment on the due date, the Buyer automatically loses the right to resell or process the product.
The Vendor may remove unpaid products from any location, in particular the Buyer’s premises, with the Buyer’s irrevocable and unconditional authorization.
Products removed are deemed to be those corresponding to the most recent invoices.
In the event of resale of the products, the Buyer is deemed to have assigned to the Vendor the claim for the price against any third party sub-purchaser.
In the event of legal action, seizure or the creation of a security interest, in particular a pledge on the Vendor’s products by a third party, the Buyer is obliged to inform the Vendor immediately and to inform the said third parties of the existence of the Vendor’s claim on the products concerned and of the present retention of title clause.
In the event of the present clause being invoked, any advance payments made shall be retained by the Vendor as a minimum amount to be applied to the compensation of its loss.
In the event of non-payment on the due date, the Buyer automatically loses the right to resell or process the product.
The Vendor may remove unpaid products from any location, in particular the Buyer’s premises, with the Buyer’s irrevocable and unconditional authorization.
Products removed are deemed to be those corresponding to the most recent invoices.
In the event of resale of the products, the Buyer is deemed to have assigned to the Vendor the claim for the price against any third party sub-purchaser.
In the event of legal action, seizure or the creation of a security interest, in particular a pledge on the Vendor’s products by a third party, the Buyer is obliged to inform the Vendor immediately and to inform the said third parties of the existence of the Vendor’s claim on the products concerned and of the present retention of title clause.
In the event of the present clause being invoked, any advance payments made shall be retained by the Vendor as a minimum amount to be applied to the compensation of its loss.
Tolerance
These terms and conditions of sale may only be modified by written agreement of the Vendor, and the Vendor’s failure to invoke any of their provisions shall not constitute a waiver of its right to do so at a later date.
Force majeure
Force majeure, as defined by article 1218 of the French Civil Code, even partial, exonerates the Seller from its obligations and responsibilities.
Any lock-out, total or partial strike or other labor dispute, fire, flood, damage, riot, war, explosion or other serious disruption of production or business, computer breakdown, change in standards or regulations, particularly in the countries where the products are used, import or export ban, frost or other weather conditions preventing or limiting transport shall be considered as force majeure, any interruption or slowdown in supplies or transport, pandemics and epidemics, whether these events directly or indirectly affect the Seller, its products, suppliers or carriers, any inability of a manufacturer to supply the Seller with compliant products, as well as any event beyond the Seller’s control affecting the performance of its obligations.
If the Vendor is prevented from fulfilling its obligations by force majeure for more than 2 months, the Vendor may automatically cancel all or part of any undelivered orders, without compensation.
Any lock-out, total or partial strike or other labor dispute, fire, flood, damage, riot, war, explosion or other serious disruption of production or business, computer breakdown, change in standards or regulations, particularly in the countries where the products are used, import or export ban, frost or other weather conditions preventing or limiting transport shall be considered as force majeure, any interruption or slowdown in supplies or transport, pandemics and epidemics, whether these events directly or indirectly affect the Seller, its products, suppliers or carriers, any inability of a manufacturer to supply the Seller with compliant products, as well as any event beyond the Seller’s control affecting the performance of its obligations.
If the Vendor is prevented from fulfilling its obligations by force majeure for more than 2 months, the Vendor may automatically cancel all or part of any undelivered orders, without compensation.
Resolutory clause
In the event of a serious or repeated breach by the Buyer of any of its obligations, in particular in the event of non-payment of the Seller’s invoices on the due date, the order(s) may be cancelled by the Seller by operation of law by any means, following formal notice sent by the Seller by any means, including by e-mail, and which has remained unsuccessful for a period of 15 days, even if this formal notice does not mention termination, or without delay if the fault cannot be remedied, without prejudice to any damages that may be due to the Vendor.
The Vendor may retain the down-payments as a minimum amount to be set off against the compensation for his loss.
The Vendor may retain the down-payments as a minimum amount to be set off against the compensation for his loss.
Competence
Any dispute arising between the Vendor and the Buyer will be settled in accordance with French law and will be brought before the Commercial Court of Vannes, even in the event of multiple defendants or the introduction of third parties.
