DESCRIPTION OF THE DOCUMENT AND RELATIONSHIP WITH THE CONDITIONS OF PURCHASE
Any order for products, whether standard or promotional, signifies the Buyer’s unconditional understanding and acceptance of the Seller’s General Terms and Conditions of Sale. They supersede any other terms and conditions previously issued.
These general terms and conditions include the prices, this text, and the appendices. Unless previously accepted in writing by the Seller, no special terms and conditions may prevail over the General Terms and Conditions of Sale.
Any terms and conditions proposed by the Buyer shall therefore, in the absence of express acceptance, be unenforceable against the Seller, regardless of when they were brought to the Seller’s attention.
The Buyer’s placing of an order necessarily entails their waiver of the right to invoke any of their General Terms and Conditions of Purchase or to invoke any provision contrary to these Terms and Conditions.
ORDERS, DEADLINES AND DELIVERY
Orders are firm and final, and no cancellation or modification will be possible without the prior written consent of the Seller. Unless it can be proven that the cancellation originated from the Seller, any deposits paid will be retained by the Seller as damages.
Only orders containing the following information will be fulfilled: order date, product description, quantities, applicable price, total order amount, desired delivery/collection location and date (day and time), and the name and contact details of the carrier responsible for collection.
Orders must be fulfilled within a minimum of 3 business days (excluding Saturdays, Sundays, and public holidays) after receipt by the Seller.
LOGISTICS
If the Buyer loads the goods at the Seller’s premises, the transport is carried out at the Buyer’s own risk, without exception, and notwithstanding the terms of the Retention of Title Clause. If the goods are transported accompanied by customs or tax documents, and if these documents are not returned on time, the Buyer will reimburse the Seller for any amounts the Seller may incur, including duties and taxes.
To prepare orders for collection, the Seller must receive confirmation of the appointment 5 business days prior to the collection date. Carriers must comply with the safety protocol in effect at the collection site. Consequences of non-compliance with the collection conditions by the Buyer:
– A penalty of €500 per shipment will be charged for a delay of more than 5 days,
– Refusal of shipments for collections without an appointment or that do not correspond to the date specified in the order.
FINANCIAL TERMS
Prices are for cash payment.
They may be modified at any time with 10 days’ notice, except in the event of a change in current tax regulations.
No discount is granted for early payment unless expressly agreed otherwise.
Prices include specific conditions depending on the geographic delivery area.
All payment instruments (promissory notes, LCRs, checks, etc.) must reach the Seller before the due date indicated on the invoice.
Consequences of any total or partial non-payment by the payment date indicated on the invoice:
Immediate payment of all amounts remaining due, regardless of the payment method and due date.
Payment, as a penalty clause, of compensation equal to 50% of the amounts due and unpaid, including any legal and extrajudicial costs, including penalties and bank charges, if applicable. This penalty clause shall apply without the Seller having to justify the extent and nature of its losses.
Compensation, up to the amount of the principal plus interest, costs, and incidentals, with all credits, refunds, rebates, discounts, or rebates, and more generally, all amounts that the Seller may owe to the Buyer for any reason whatsoever.
Suspension of all deliveries until full payment.
Termination of any contract or any current order after formal notice to pay has been sent by registered letter with acknowledgement of receipt, which has remained without effect.
loss of any discounts, rebates, or reductions granted by the Seller but not yet paid,
cash payment for deliveries of the two orders following the date of the failure to pay on time.
Any unilateral deduction by the Buyer from one of its payments would be considered a payment default and may result in all of the above-mentioned consequences.
The invoice is issued at the rate applicable to the geographic delivery area, in effect on the delivery date. The invoice is issued based on the current tax rate and will be automatically amended if it changes.
Any return accepted by the Seller or unavailability of the ordered product communicated by the Seller will result in the creation of a credit note for the benefit of the Buyer. This credit note in no way constitutes acceptance by the Seller of any penalty or damages whatsoever.
RETENTION OF TITLE CLAUSE
All goods remain the property of the Seller until full payment of the price.
It is specified that by full payment of the price, the Seller means the actual receipt of the payment document and not the delivery of a document creating an obligation to pay.
In the case of payment by installments, payment is considered complete only after all due dates have been paid.
Any extension of payment dates granted will be subject to the same retention of title.
The risks of loss or deterioration of the goods, as well as liability for any damage they may cause, are transferred to the Buyer upon delivery of the goods. The Buyer must insure them on behalf of the Seller and at its own expense.
The goods will be used or resold by the Buyer in the chronological order of the Seller’s deliveries. Consequently, goods in the Buyer’s inventory will be deemed to relate to the Seller’s unpaid invoices. The return of goods belonging to the Seller under this clause will be at the Buyer’s expense, risk, and peril. If applicable, the Seller reserves the right to reclaim the goods from any sub-purchasers.
In the event of resale, the claim may be based on the price of the goods or any corresponding debt, even in the hands of any holder or assignee. The Buyer undertakes to assist the Seller in the recovery of these debts from sub-purchasers.
In all cases, the Seller is subrogated to the Buyer’s rights with respect to any sums or compensation that may be due to it, for any reason whatsoever, including insurance, up to the due amount of the price of the goods delivered and not yet paid for.
GUARANTEES
The Seller’s contractual obligations are automatically suspended, and the Seller shall not be liable in the event of events that may interrupt or reduce the manufacturing or transportation of goods, or prevent the normal execution of sales. Similarly, the Seller shall not be liable if the products sold are stored in abnormal conditions or conditions incompatible with their nature.
The Seller’s warranty is limited to the replacement of goods recognized as defective, excluding any damages of any kind, including loss of material, loss of profit, etc., and, in general, for any alleged loss, direct or indirect. The Buyer must inspect the goods before use or resale.
To guarantee the quality of its products and preserve its brands, the Seller has the right to take back, wherever possible, products whose quality is in doubt. The Buyer undertakes to provide assistance, including logistical assistance and by establishing a stockpile.
DISPUTE RESOLUTION
Any claim by the Buyer for amounts that the Seller may owe them for any reason whatsoever must be notified by registered letter with acknowledgment of receipt no later than four months after the calendar year in which the amount is claimed. Otherwise, the claim will be inadmissible.
In the event of a dispute regarding the interpretation and/or execution of this document, the Commercial Court of Nantes shall have jurisdiction, with French law being applicable.
INDUSTRIAL AND COMMERCIAL PROPERTY
The sale of the products does not grant the Buyer any rights to the trademarks or distinctive signs affixed to these products.
The creation by the Buyer of any advertising message or promotional activity including the trademarks or distinctive signs affixed to the Seller’s products is subject to the prior written authorization of the Seller.
The Seller reserves the right to refuse the distribution of advertising messages that denigrate or infringe its trademarks.
When the Buyer posts the Seller’s products online, the Buyer agrees to use only photos and logos provided by the Seller, for which prior written authorization is required.