All product orders shall entail the buyer's acceptance without reservation of, and his full and entire agreement with, these General Conditions of Sale which shall prevail over any other document of the buyer, in particular, any conditions of purchase, unless otherwise specifically agreed in writing by the parties prior to the order.
Order shall mean any order for our products appearing on our price lists and accepted by our Company, together with payment of any advance payment that may be provided for on the purchase order.
If advance payment is to be paid at the time of order, the order shall not be finally accepted until the stipulated advance payment has been collected.
2.2.1. In the absence of our written consent, the customer may not revoke any orders transmitted to our Company.
2.2.2. Any request by a customer for modification of the composition or volume of an order shall be made in writing, including faxes or electronic mails, eight (8) days at the latest following receipt by our Company of the initial order and shall entail a new delivery time if accepted.
3.1.1. Delivery times are given by way of indication only as they depend, in particular, on the availability of the carriers and the order in which the orders arrive.
Delays in delivery shall not give rise to any penalty or compensation, nor be grounds for cancellation of an order.
3.1.2. Any delay in relation to the initial delivery times given by way of indication shall not justify cancellation of an order placed by the customer and registered by our Company in the absence of application of the provisions of Article 8 in the event of a case of force majeure.
3.1.3. If an advance payment is to be paid at the time of order, the specified delivery time shall begin to run as of collection of the advance payment, which shall entail final acceptance of the order.
The transfer of risks for products sold by our Company shall occur upon delivery of the products to the carrier or upon leaving our warehouses.
If delivered goods are damaged or there are missing items, any product for which reservations have not been made to the carrier by registered letter, acknowledgement of receipt requested within three (3) days from receipt in accordance with Article L 133-3 of the Commercial Code, with copy sent simultaneously to our Company, shall be deemed accepted by the customer.
3.4.1. Without prejudice to the provisions of the preceding Article, in the case of patent defects or missing items, any and all claims, regardless of their nature, involving delivered products, shall not be accepted by our Company unless made in writing, by registered letter, acknowledgement of receipt requested within the three (3)-day period set out at Article 3.3.
3.4.2. The buyer must provide all supporting evidence with respect to the reality of the noted defects or missing items.
3.4.3. The customer may not return goods without the prior written consent obtained, in particular, by fax or electronic mail, of our Company, which alone is authorised to select the carrier.
Our Company shall pay return costs only in the case where patent defects or missing items are actually found by our Company or its representative.
3.4.4. Whenever, following control, a patent defect or a missing item is found by our Company or its representative, the customer may only request that our Company replace the non-conforming articles and/or furnish additional items to make up for the missing items at our expense, without enabling the customer to claim any compensation or cancellation of the order.
3.4.5. Acceptance without reservation of ordered products by the customer shall cover any and all patent defects and/or missing items. All reservations must be confirmed under the conditions set out at Article 3.4.1.
3.4.6. A claim made by a purchaser under the conditions and according to the terms described in this Article shall not suspend the customer's payment of the goods in question.
3.4.7. Our Company may never be held liable for any event that occurs during transportation, destruction, damages, losses or theft, even if it has selected the carrier.
In the event an invoice that has become due has not been paid in its entirety and following formal notice of default that has not been cured within 48 hours, our Company reserves the right to suspend any and all then-current and/or future delivery.
Our Company may subordinate acceptance of an order or continuation of its execution to payment in cash or the providing of guarantees by the customer. In the event the customer refuses to make payment in cash without proposing an adequate guarantee, our Company may refuse to fill the order or orders placed and to deliver the goods in question without enabling the customer to allege an unjustified refusal to sell or to claim any compensation whatsoever.
In the case where a customer places an order with our Company without having paid a prior order or orders, our Company may refuse to fill the order and to deliver the goods in question, without enabling the customer to claim any compensation for any reason whatsoever.
4.1.1. The price list in effect may be revised at all times.
Any changes to the price list shall be automatically applicable on the date indicated on the new price list.
4.2.1. Our prices are set by the price list in effect on the day the order is placed. Prices shall always mean exclusive of taxes, packaged products, taken in our warehouses.
4.2.2. Unless otherwise expressly provided, our prices do not include delivery costs, which shall be invoiced additionally and indicated before validation of the order.
4.2.3. Our prices are calculated net without discounting and shall be payable thirty (30) days end of the month as of the date of issuance of the invoice, unless otherwise provided or application by our Company of Article 3.6 concerning payment in cash.
For prices specified by quantity, any order for a lesser quantity shall entail modification of the stated price.
4.2.4. Unless otherwise agreed, delays in delivery times shall not entail either cancellation or modification of the contract. They shall not give rise to damages. Penalty clauses appearing in our customer's commercial documents shall not be binding on us.
4.2.5. Our Company shall be bound by the order fulfilment times accepted by it subject to the following conditions: compliance by the customer with payment conditions, timely furnishing of technical specifications, absence of delay in studies or preparatory work and absence of any case of force majeure as defined at Article 6.
4.2.6. Unless otherwise agreed, packagings are decided on and prepared by our company. They shall not be taken back.
Our invoices shall be payable on the due date appearing therein. Only actual collection of drafts or truncated bills of exchange shall be deemed full payment within the meaning of these General Conditions of Sale.
5.2.1. Any payment, inclusive of all taxes, not made on the due date shall give rise to payment by the customer:
* of penalties set at the rate of interest applied by the European Central Bank to its most recent financing transaction, plus ten (10) percentage points,
* of a lump-sum indemnity for recovery costs set at 40 euros without prejudice to our right to request additional indemnification based on supporting evidence.
These penalties and such lump-sum indemnity shall be due automatically without any reminder or formal notice and shall be debited ipso jure from the customer's account.
5.2.2. Moreover, our Company reserves the right to bring proceedings before a competent court for injunctive relief, subject to a daily fine for each day of delay.
The following are considered to be cases of force majeure or fortuitous events: events that are independent from the will of the parties, which could not be reasonably foreseen, and which cannot be reasonably avoided or surmounted, to the extent that their occurrence renders performance of the obligations totally impossible.
The following events are, in particular, considered to be cases of force majeure or fortuitous events releasing our Company from making deliveries within the initially provided times: total or partial strikes of the personnel of our Company or its usual carriers, fire, flood, war, production shut downs due to fortuitous breakdowns, impossibility of obtaining raw materials, epidemics, road closures due to thawing snows, road blocks, EDF-GDF [French electric and gas companies] strikes or supply disruptions, or supply disruptions for a reason not imputable to our Company, as well as any other cause of supply disruption imputable to our suppliers.
Under such circumstances, our Company shall inform the customer in writing, in particular by fax or electronic mail, within 24 hours of the date of occurrence of the events; the contract between our Company and the customer shall then be automatically suspended without any indemnity as of the date of occurrence of the event up until it ceases. If the event lasts more than thirty (30) days as from the date of its occurrence, the sales contract between our Company and its customer may be terminated by the most diligent party, without enabling either of the parties to claim damages.
Such termination shall become effective on the date of the first presentation of the registered letter, acknowledgement of receipt requested terminating said sales contract.
All the clauses appearing in these General Conditions of Sale, as well as all the purchase and sale transactions referred to herein, shall be subject to the laws of France, the VIENNA Convention on Contracts for the International Sale of Goods being expressly excluded. It is expressly agreed that any disputes relating to the formation, performance and termination of the contractual obligations between the parties shall be submitted to the jurisdiction of the Commercial Court of PARIS within whose jurisdiction the seller's registered office is located, regardless of the conditions of sale and accepted means of payment, and notwithstanding the impleading of third parties or the plurality of defendants, the seller reserving the right to submit the dispute to the court having territorial jurisdiction over the registered office of the buyer.