Our conditions of sale

ARTICLE 1 – Application and enforceability of the general conditions of sale (GTC)

These Terms supersede the previously applicable Terms. Any other document issued by the seller and in particular catalogues, prospectuses, advertisements have only an informative and indicative value. All purchases or orders of products marketed by the seller are subject to these GTC. The buyer therefore declares to expressly and unreservedly accept these GTC which take precedence over any other document drawn up by the buyer or any other structure in relation to the buyer. In any case, the seller reserves the right not to satisfy any request from the buyer that would be exorbitant or derogatory to its GTC. The French version of the general conditions of sale prevails over any translation that would be made. The fact that the seller does not avail himself at a given time of one of these GTC can not be interpreted as a waiver of the right to avail himself subsequently of any of the said conditions. The cancellation of a clause of these GTC will not affect the validity of the GTC as a whole.

ARTICLE 2 - order

The sale of our products is final on the day of the acknowledgment of receipt of the purchase order (ARC) issued by the seller. No total or partial cancellation or quantitative or qualitative modification of order can be accepted without written agreement from the seller from the sale. In case of express acceptance by the seller, any cancellation could give rise to an increase in the price rates and would generate new delivery times.

ARTICLE 3 – Delivery

3.1 Deliveries are made by delivery to a carrier at the seller's premises. Delivery times are given as an indication according to the seller's supply possibilities, and the carrier's availability. Exceeding the deadline cannot give rise to damages, withholding or cancellation of orders in progress. The seller is entitled to make deliveries in whole or in part. 3.2 The seller's products, regardless of the conditions of carriage, travel at the risk and peril of the buyer (see "general conditions of carriage"). Consequently, and without precluding the application of the retention of title clause provided for in Article 8 hereof, the buyer will bear all the risks that the products may run or cause from the assumption of responsibility for the products by the carrier. He will have to insure himself accordingly and bear the costs. In all cases, it is up to the buyer in case of damage, missing or delay, to make clear and precise reservations on the carrier's receipt document, and to notify the carrier by registered letter with acknowledgment of receipt, his reasoned protest within three days, not including public holidays, following receipt of the products. 3.3 In the event of deferred delivery at the request of the customer or in the event of an order not collected by the customer, storage costs will be charged in addition to the price, up to a maximum of 30 Euros excluding VAT / week per m² of storage area. At the end of a period of one month from the date of delivery scheduled when ordering, orders will be invoiced automatically to the customer.

ARTICLE 4 – Reception

Without prejudice to the measures to be taken vis-à-vis the carrier, complaints about apparent defects or non-conformity of the product delivered with the product ordered, must be made in writing within five (5) days of the arrival of the products. In any case, the customer is obliged to ensure receipt of the products and accordingly to provide the necessary personnel for unloading operations. He must therefore be present at the place and day of delivery. Otherwise, no dispute can be admitted. To this end, the customer must countersign the carrier's receipt document.

ARTICLE 5 - Liability – Use of products

5.1 The seller guarantees that the products comply with the French regulations in force on the day of delivery and that they have the composition indicated on their packaging or packaging. 5.2 The use of the products as is or in combination with other products or goods will be at the risk of the buyer. The buyer undertakes to store and use the products in accordance with the regulations in force and to comply with all its legal obligations towards its own customers. The seller can in no way be responsible for defects and deterioration of the products delivered resulting from abnormal conditions or not in accordance with the recommendations of storage, conservation and sale after the delivery of these products. 5.3 It is up to the buyer to provide any justification as to the reality of the defects or anomalies found. He must leave the seller every facility to proceed with the observation of these defects. In the event of a defect or anomaly duly recognized by the seller, the latter's obligation will be limited to the replacement of defective quantities by similar products. No other compensation will be awarded as a result for any cause or damage whatsoever. No returns will be accepted for any reason without the prior written consent of the seller. Any return accepted by the seller will result in the creation of a credit note for the benefit of the buyer after qualitative and quantitative verification of the returned products, the costs and risks of return are always the responsibility of the buyer. In the absence of justification as to the reality of the defects or anomalies found, no request for credit note can be accepted. 5.4 In the event of the occurrence of an event of force majeure, in particular due to fires, floods, total or partial strikes, change in regulations, impossibility of being supplied with raw materials, interruption of energy supply, the seller will be released automatically and without compensation from its obligation to deliver from the date of occurrence of the events and undertakes to notify the buyer as soon as possible.

ARTICLE 6 – Prices

Our prices are those in force at the time of taking charge of the products by the carrier Our prices may be revised subject to prior information of 10 days.

ARTICLE 7 - Payment

7.1 Invoices are payable within 30 days of the invoice date. Constitutes a payment within the meaning of these GTC, not the simple delivery of a negotiable instrument or a check implying an obligation to pay, but their payment on the agreed due date. In the case of payment by negotiable instrument, failure to return the instrument will be considered as a default of payment. A discount of 0.6%, calculated on the basis of tax and transport costs, will be granted for early payment within 15 days of the invoice date. 7.2 Any buyer paying an invoice after the expiry of the payment period must pay the seller a lump sum compensation for recovery costs, equal to 40 euros (Decree of 2 October 2012). 7.3 In the event of late payment, the seller may suspend all orders in progress, without prejudice to any other course of action. Late payment penalties of a rate equal to three times the legal interest rate but may not be less than 5% will be applied in the event that the sums due are paid after the payment date appearing on the invoice. These penalties will only be due after formal notice. In the event of non-payment 48 hours after an unsuccessful formal notice, the sale may be automatically cancelled if the seller sees fit, who may request the return of the products, without prejudice to any other damages. The resolution may apply not only to the order in question but also to all previous unpaid orders whether delivered or in the process of delivery and whether or not their payment is due. In all the foregoing cases, the sums that would be due for other deliveries or for any other cause will become immediately due if the seller does not opt for the resolution of the corresponding orders. If the recovery of the debt entails the intervention of the seller's external litigation department (insurance company, bailiff, lawyer ...) this will be increased by the actual costs incurred on presentation of supporting documents + VAT on the sums due by deducting the fixed compensation of € 40. 7.4 The seller shall be entitled, at any time, either before the performance of the contract or during it, to demand from the buyer a guarantee of recovery of his debts satisfactory to himself or without having to justify this decision. In case of failure to provide said guarantee, the seller may withdraw from the contract, without prejudice to any damages to be borne by the buyer, if any. In addition, the seller, taking into account the situation of the buyer (occasional customer, new customer, pilot customer ...), will have the right, at any time, either before the execution of the contract, or during it, to require the buyer to pay special conditions (these conditions will be specified in the single agreement).

ARTICLE 8 – Retention of title

The products sold by the seller remain its property until full payment of the price in principal, costs, interest and accessories by the buyer. However, the risks are transferred as soon as they are issued. The buyer undertakes personally towards the seller not to dispose by any means whatsoever, neither in full ownership nor by constitution of a pledge of the products purchased before full payment of the price. In any case, the products in stock at the buyer will be presumed to be those unpaid. In the event of resale of the products by the buyer either in the same state or after processing, the buyer undertakes to transfer to the seller the price paid by the sub-purchasers up to the price of the products remaining to be paid. In case of non-payment, the seller without losing any other of his rights, may demand by letter RAR the return of the products at the expense and risk of the buyer. The buyer will also bear any legal and judicial costs.

ARTICLE 9 - intellectual property

All technical and/or commercial documents submitted to the buyer remain the exclusive and entire property of the seller, sole owner of the intellectual property rights on these documents. The buyer may only use trademarks, logos, patents or any other intellectual property right belonging to the seller with the express, written and prior authorization of the seller. All documents transmitted, as well as any reproductions, will be returned to the seller on request.

ARTICLE 10 - Jurisdiction clause

In the event of a dispute, the parties will try to reach an amicable agreement within 10 days of the date of occurrence of the dispute. In the absence of such agreement, any dispute relating to these terms and conditions will fall under the jurisdiction of the Commercial Court of CAEN (FRANCE), even in the event of a warranty claim or multiple defendants. The language of the proceedings will be French. Any order is governed by the general conditions of sale in force on the day of the order. Consequently, these conditions may be modified later regardless of the distribution of rates.