GENERAL CONDITIONS OF SALES
These General Conditions of Sale apply to all our international sales.
In these terms and conditions, the following words have the following meanings :
“Buyer” The person(s) or the company whose order for the goods is accepted by the Company
“Goods” Any goods which the Company is to supply to the Buyer (including any of them or any part of them)
“Contract” Any contract between the Company and the Buyer for the sale and purchase of the Goods.
The headings in these terms and conditions are for convenience only and shall not affect their interpretation.
No waiver or modification of any provision hereof shall be binding upon Company, unless agreed in writing by its duly authorized representative.
The price for the Goods shall be the price set out in the Company’s published price list (available upon request) current at the date of order. The price for the Goods is exclusive of any value added tax or any other applicable tax or duty which the Buyer shall pay in addition when it is due to pay for the Goods.
Should after entering into any contract for the sale of goods changes in the exchange rates, taxes, duties and other governmental levies on sale occur, the Company shall have the right to increase the price by said new rate of levy.
Any dates specified by the Company for delivery of the Goods are approximate only. Time for delivery shall not be of the essence. If no dates are so specified, delivery will be within a reasonable time. Any delay in delivery shall not give rise to the payment of damages nor to the cancellation of the sale.
Should the extension of the announced time of delivery exceed six (6) weeks, Buyer may cancel the contract, provided that the cancellation is made in writing within five (5) days from the time Buyer has been notified of the new time of delivery, save for when the delayed delivery is due to force majeure. Should Buyer not cancel the contract within such time, the time of delivery stated by the Company shall be considered as the new time of delivery.
Buyer is not entitled to claim any indirect or consequential damages, costs or losses due to any delay in delivery and/or cancellation of delivery. Only the purchase sum paid, if any, shall by refunded by the Company.
Unless explicitly agreed otherwise in writing, the Goods are transported Free Carrier (FCA) Belmont Tramonet 73 France Incoterms 2010. The Buyer shall pay the cost of carriage and take care of any insurance coverage. In the event that Goods are missing or damaged upon delivery to the carrier then the Buyer shall:
- Endorse the carrier’s receipt with a statement setting out the number of missing or damaged Goods or expressing the defect, for example “products have run, battered containers etc”
- All claims shall be in writing addressed to the carrier and sent to the carrier within 3 days of delivery (cf article L.133-3 of the French Code of Commerce, with a copy emailed to the Company).
- c) The Buyer shall only be able to bring a claim for damaged or missing Goods against the carrier. The above stated procedures must be adhered to by the Buyer in order to be entitled to claim compensation. The carrier is the only person who will have the ability to receive and take appropriate action concerning the claim.
The Company's liability is limited to the replacement of Goods which fail to comply with the ordered quantity or which are acknowledged as suffering from hidden defects, or (at the Company's discretion) a refund of the invoiced sum. No liability is provided for post-delivery incidents arising as a result of storage by the Buyer or inappropriate use of Goods.
The Company shall not be obliged to correct any defect in goods supplied to the extent such defect is resulting from:
- Failure by Buyer (or its employees or customers) to comply with laws, regulations and applicable standards governing the use, handling or storing of the Goods or other information provided by the Company;
- Any damage to the goods or breakage of packaging during transportation for which Company is not responsible;
- Alteration, misuse, negligence or accident after delivery by the Company.
The Company may vary the specification or design of any Goods or withdraw any Goods without constituting a breach of contract or imposing any liability upon the Company
Buyer shall examine each shipment upon its arrival with respect to defects and shortages in quantity and with respect to breakage of packaging during transportation.
Any claim on Company relating to defects or shortages in the Goods or to breakage of packaging shall be made in writing (and properly specify the defect, shortage or breakage) within 30 (thirty) days from the delivery date. Otherwise, Buyer shall have no right to claim compensation from the Company.
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTIAL OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF THE GOODS, DELAY OR CLAIMS OF CUSTOMERS OF BUYER OR OTHER USERS OF THE GOODS.
RETENTION OF TITLE
OWNERSHIP OF THE GOODS AND ACCESSORIES SHALL NOT PASS TO THE BUYER UNTIL THE COMPANY HAS RECEIVED IN FULL (IN CASH OR CLEARED FUNDS) ALL SUMS DUE TO IT IN RESPECT OF THE GOODS AND ALL OTHER SUMS WHICH ARE OR WHICH BECOME DUE TO THE COMPANY FROM THE BUYER ON ANY ACCOUNT.
RISK OF DAMAGE TO OR LOSS OF GOODS SHALL PASS TO THE BUYER UPON DELIVERY OF THE GOODS TO THE CUSTODY OF THE CARRIER AND THE BUYER SHALL BE RESPONSIBLE FOR INSURING THE GOODS FROM THIS POINT IN TIME. THE BUYER SHALL KEEP THE GOODS SEPARATE FROM THOSE OF THE BUYER AND THIRD PARTIES AND PROPERLY IDENTIFIED AS THE PROPERTY OF THE COMPANY.
IF THE BUYER FAILS TO MAKE ANY PAYMENT UNDER THIS CONTRACT ON THE DUE DATE THEN THE COMPANY SHALL BE ENTITLED AT ANY TIME TO REQUIRE THE BUYER TO DELIVER UP THE GOODS TO THE COMPANY AND, IF THE BUYER FAILS TO DO SO FORTHWITH, TO ENTER UPON THE PREMISES OF THE BUYER OR ANY THIRD PARTY WHERE THE GOODS ARE STORED AND REPOSSESS THE GOODS. THE COMPANY SHALL RETAIN THE SUMS ALREADY PAID BY THE BUYER.
RETURN OF GOODS
The return of Goods shall be subject, after consideration of the subject of the claim, to express agreement from the Company. Goods shall be in perfect condition and shall not have been used. Expenses and risks relating to the Goods shall be borne by the Buyer. Any return implemented contrary to the above shall be null and void.
In the event that the Goods are pre-packaged pursuant to a promotional offer or otherwise the Company shall not be required to supply such Goods in quantities smaller than the number pre-packaged but may do so as its sole discretion.
Unless otherwise agreed in writing, the Buyer shall pay the price within 45 days of the date of the invoice regardless the delivery date, except the first order to be paid in advance. Payment shall be considered to have been effected when the Company received full payment for the Goods. Any late payment shall bring the right for the Company to cancel the Contract, suspend any further delivery to the Buyer and demand immediate payment of outstanding sums due to the Company. The Company shall be entitled to charge interest on the amount unpaid (both before and after judgement) at the rate of 3 times the French legal rate. A discount for the prepayments may be given by the Company upon express agreement of the latter made in writing.
BILLING COMMERCIAL COOPERATION SERVICES
Any agreed services to be rendered by the Buyer to the Company shall be invoiced if an itemization of price per detailed service rendered. No automatic deduction shall be made against invoices for product purchases.
INTELLECTUAL PROPERTY RIGHTS
The brands, products, images, videos, texts, logos or more generally any information object of intellectual property rights (below “Intellectual property rights” or “Rights”) are and remain the exclusive property of the Company. Any total or partial reproduction, modification or use of these Rights for any reason is strictly forbidden. The use of these Rights by the Buyer, directly or indirectly, for a fee or for free, totally or partially, must be the subject of a prior written agreement by the Company, whatever is the nature of the used communication medium.
The Buyer could not be conferred, by the effect of an order, any right on the Intellectual Property Rights.
It is prohibited for the Buyer to deposit on any territory whatever it is, any brand or logo reproducing or imitating the Intellectual Property Rights under which Goods are distributed.
He further undertakes not to deposit any translation into another language of the Intellectual Property Rights, such as the representative elements constituting the label of the distributed Goods.
FORCE MAJEURE AND HARDSHIP
The Company shall not be liable to the Buyer in any manner or be deemed to be in breach of a Contract because of any delay in performing or any failure to perform any of the Company’s obligations under the Contract if the delay or failure was due to any cause beyond the Company’s reasonable control.
Without prejudice to the generality of the above paragraph the following shall be included as causes beyond the Company’s reasonable control:
- war, terrorist attack, riot, civil disturbance, sabotage or requisition;
- act of God, fire, explosion, flood, epidemic or accident, export and import restrictions, embargo and other governmental interferences;
- labour disputes not including disputes involving the Company’s work-force;
-water shortage, manufacturing equipment damage and other unforeseen disturbances in the production, general shortage of means of transportation of traffic disturbances at railroads, harbours, roads, airplanes;
- inability to obtain or delay in obtaining supplies of adequate or suitable material, fuel, parts, machinery or labour.
These terms and conditions form part of the Contract to the exclusion of all other terms and conditions (including all terms and conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
Orders or modifications will only become firm when accepted in writing by the Company. No order cancellation may be taken into consideration unless this has been notified to the Company subject to a period of notice of 30 days before the performance of the said order begins.
Without this in any way prejudicing any reparations which may be obtained or demanded, in the event that the Buyer fails to honour any of his obligations, (in particular in the case of a failure to pay as described in the "Payment" article) and in the event of any action by the Buyer likely to adversely affect the reputation and/or image of the Company's brand, the Company will be entitled to cancel all or part of the order. This cancellation will take effect 8 days following the issuing of formal notice by registered letter, the said notice remaining fruitless.
PROTECTION OF PERSONAL DATA
In accordance with the law n ° 78-17 of January 6th, 1978 relative to the computing, the files and the freedoms, to the updates of the law n ° 2018-493 of June 20th, 2018 and the European regulation 2016/679 of the Parliament European Council and of the Council of April 27, 2016, the Company informs the Buyer that he respects the confidentiality, the integrity and the security of the data that the latter may be brought to communicate him on the occasion of any order. The Buyer has, by virtue of these measures, a right of access, limitation, rectification, deletion, opposition to the data processing concerning him and of portability of the data by sending a request to the Company, all enclosing with it a copy of his ID card, at the following postal address :
BLANCHON – Délégué à la protection des données - 50, 8ème Rue 69800 SAINT-PRIEST - FRANCE
Any order is subject to the processing of personal data under the responsibility of the Company.
The Buyer expressly agrees that the Company collects and keeps the data exclusively and for the period strictly necessary for the execution of the orders and in case of involvement of its contractual and / or delict liability. Beyond this period, personal data will no longer be kept.
When placing an order, the Buyer expressly agrees that the Company uses the personal data provided by the Buyer for the purposes of realization of the orders.
THESE GENERAL CONDITIONS OF SALE AND ANY OTHER AGREEMENT BETWEEN THE COMPANY AND BUYER SHALL BE GOVERNED BY FRENCH LAW, EXCLUDING THE VIENNA CONVENTION ON THE INTERNATIONAL SALE OF GOODS.
ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS CONTRACT SHALL BE SUBJECT TO THE SOLE COMPETENCE OF THE COMMERCIAL COURT OF LYON, FRANCE, EXCLUDING ANY OTHER JURISDICTION, EVEN IN CASE OF SUMMARY PROCEDURE, OR IN CASE OF SEVERAL DEFENDERS OR IN CASE OF AN APPEAL UNDER GUARANTEE.