DESCRIPTION OF THE DOCUMENT AND ITS RELATION TO THE CONDITIONS OF PURCHASE

Any order for products, whether standard or promotional, signifies the Buyer’s knowledge and acceptance, without reservation, of the Seller’s general terms and conditions of sale. They cancel all other conditions issued previously.

These general terms and conditions include the tariffs, this text and the appendices. Unless accepted in advance and in writing by the Seller, no special conditions may prevail over the General Terms and Conditions of Sale.

Any condition proposed by the Buyer will therefore, in the absence of express acceptance, be unenforceable against the Seller, regardless of when it may have been brought to his attention.

The placing of an order by the Buyer necessarily entails his renunciation to avail himself of any General Terms and Conditions of Purchase or to invoke any provision contrary to these Terms and Conditions.

ORDERS, DELIVERY TIMES

1. Orders are firm and definitive and no cancellation or modification will be possible unless previously accepted in writing by the Seller. Unless it is shown that the cancellation is due to the Seller, any advance payments made will remain acquired by the Seller as damages.
2. Only orders containing the following information will be executed: date of the order, description of the products, quantities, applicable tariff, total amount of the order, place and date (day and time) of the desired delivery/collection, name and contact details of the carrier in charge of the collection.
3. Orders are executable within a minimum period of 3 working days (Saturdays, Sundays and public holidays excluded) after their receipt by the Seller.

These delivery times are given as an indication. Possible delays cannot be a reason for compensation, refusal of goods or cancellation of the order.

The Seller undertakes to inform the Buyer of any unavailability of the product, whether temporary or permanent, this unavailability rendering any delivery time pointless.

Any non-compliance by the Buyer with the delivery conditions shall entitle the Seller to invoice the Buyer for the carrier’s waiting time.

4. The Seller reserves the right to split any order in the event that the quantity ordered at one time, or in a series of successive orders transmitted within a period of 1 month, represents more than 30% of the quantities delivered during the past calendar year.
5. In order to be admissible, any dispute concerning the condition of the goods must have been the subject of reservations recorded on the delivery note, signed by the receiver and countersigned by the deliveryman.
6. The Seller reserves the right to suspend its deliveries upon the occurrence of any event of such nature as to reveal a decrease in the Buyer’s apparent solvency.

LOGISTICS

If the Buyer comes to load the goods at the Seller’s premises, the transport is carried out at the Buyer’s risk and peril without any exception and despite the terms of the article on the Retention of Title Clause. In the event that the goods are being transported accompanied by customs or tax documents, if these documents are not returned on time, the Buyer shall reimburse the Seller for all sums that the Seller may have to bear, including duties and taxes.

In order to prepare orders for collection, the Seller must have received confirmation of the appointment 5 working days before the collection date. Carriers will have to respect the security protocol in force at the pick-up site.

Consequences of non-compliance by the Buyer :

– 500 per load for a delay of more than 5 days,

– Refusal of loads for pick-ups without an appointment or not corresponding to the date specified in the order.

FINANCIAL TERMS

1.  Rates are for cash payment. They can be modified at any time with 10 days notice, except for changes in the tax system in force.No discount is granted for early payment unless expressly agreed otherwise.The prices include specific conditions according to the geographical area of delivery
2. All payment instruments (promissory notes, L.C.R., cheques, etc.) must reach the Seller before the due date indicated on the invoice.

3. Consequences of any total or partial non-payment on the payment date indicated on the invoice :

• immediate payment of all outstanding amounts regardless of the method of payment and due date.
• payment as a penalty clause of an indemnity equal to 50% of the sums due and unpaid, including any judicial and extrajudicial costs, in particular penalties and bank charges where applicable. The present penalty clause will apply without the Seller having to justify the importance and nature of its prejudice.
• compensation, up to the amount of the principal plus interest, costs and incidental expenses, with all credit notes, credits, refunds, rebates, discounts or rebates and more generally any sums that the Seller may owe the Buyer for any reason whatsoever.Suspension of all deliveries until full payment.
• termination of any contract or order in progress after formal notice to pay has been given, by letter R.A.R., and has remained without effect.
• loss of discounts, rebates, rebates, possibly granted by the Seller but not yet paid.
• cash payment for deliveries of the two orders following the date of recognition of the failure to pay on time.

Any unilateral deduction on the part of the Buyer from one of his payments would be considered as a default of payment and may lead to all of the above consequences.

4. The invoice shall be drawn up at the Tariff applicable to the geographical area of delivery, in force on the date of delivery. The invoice is drawn up according to the taxation in force and will be automatically modified in the event of modification of this one.
5. Any return accepted by the Seller or unavailability of the ordered product communicated by the Seller will lead to the constitution of a credit note in favour of the Buyer, this credit note being in no way an acceptance by the Seller of any penalty or damages whatsoever.

RETENTION OF TITLE

All goods remain the property of the Seller until full payment of the price.

It is specified that by complete payment of the price, the Seller understands the effective collection of the title of payment and not the handing over of a title creating an obligation to pay.

In the case of payment by instalments, full payment shall only be made after all instalments have been paid.

Any extension of the due date shall be subject to the same reservation of title.

The risk of loss or deterioration of the goods as well as the responsibility for any damage they may cause shall pass to the Buyer upon delivery of the goods. The Buyer shall insure them on behalf of the Seller and at the Seller’s expense.

The goods will be used or resold by the Buyer in the chronological order of the Seller’s deliveries. Accordingly, goods in stock at the Buyer’s premises shall be deemed to relate to the Seller’s outstanding invoices. The return of goods belonging to the Seller under this clause shall be at the Buyer’s expense and risk. Where applicable, the Seller reserves the right to claim the goods from any sub-purchasers.

In the event of resale, the claim may be asserted on the price of the goods or any corresponding claim, even in the hands of any holder or assignee, and the Buyer undertakes to assist the Seller in recovering such claims from sub-purchasers.

In all cases, the Seller shall be subrogated in the Buyer’s rights in respect of any sums or indemnities which may be due to it, for any reason whatsoever, in particular insurance, up to the price of the goods delivered and not yet paid.

GUARANTEES

The Seller’s contractual obligations are suspended by operation of law and the Seller’s liability is discharged in the event of events that may stop or reduce the manufacture or transport of the goods or prevent the normal execution of sales. Similarly, the Seller’s liability cannot be incurred in the event that 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 found to be defective to the exclusion of all damages for any reason whatsoever, in particular loss of material, loss of profit, etc., and in general for any alleged prejudice, direct or indirect, the Buyer must, before use or resale, check the goods.

In order to guarantee the quality of its products and to preserve its brands, the Seller has the right to take back, in any place whatsoever, products whose quality is in doubt. The Buyer undertakes to provide assistance, in particular logistical assistance and by establishing a stock.

DISPUTE RESOLUTION

Any claim by the Buyer on sums that the Seller may owe him on any grounds whatsoever must be notified by LRAR no later than 4 months after the calendar year in respect of which the sum is claimed. Failing this, the claim is not admissible.

In the event of a dispute in the interpretation and/or execution of the present terms and conditions, the Commercial Court of NANTES shall have jurisdiction, the applicable law being French law.

INDUSTRIAL AND COMMERCIAL PROPERTY

The sale of the products does not confer any right to the Buyer on the trademarks or distinctive signs affixed to these products.

The realization by the Buyer of any advertising message or promotional operation 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 broadcasting of advertising messages that would denigrate or infringe on its brands.

When the Buyer puts the Seller’s products on line, the Buyer undertakes to use only photos and logos transmitted by the Seller, whose prior written agreement is obligatory.