General terms and conditions of sale
ARTICLE 1: Application and enforceability of these general terms and conditions of sale
1.1 – These general terms and conditions of sale (GTCS) apply to products sold by the company issuing this document (hereinafter “the Company”) to its customers.
1.2 – Therefore, placement of an order implies the purchaser’s full and unconditional acceptance of these GTCS, to the exclusion of any contradictory document.
1.3 – No particular terms and conditions shall prevail over these terms and conditions without the Company’s formal acceptance thereof in writing. Therefore, any contrary terms and conditions invoked by the purchaser are not enforceable vis-à-vis the Company, regardless of the time when they may have been brought to its attention.
1.4 – The fact that the Company or the Customer does not, at a particular time, avail itself of any of these general terms and conditions shall not be construed as a waiver of its right to do so subsequently.
ARTICLE 2 : Placement of orders
2.1 – The Company provides customers with the list and prices of products it offers for sale. The price is confirmed to the customer at the time of the order.
2.2 – The Company reserves the right to require a customer to specify, before any order, the quantity of products he wants to purchase over a given period.
2.3 – The customer places orders by any means that the Company agrees to.
ARTICLE 3 : Product characteristics
3.1 – Unless otherwise agreed, the Company reserves the right to change, at any time and without prior notice, the characteristics of its products, particularly their origin, except for characteristics that the Company has committed to comply with in writing.
3.2 – Our products are derived from natural resources, the quality and quantity of which cannot be precisely determined in advance.
Therefore, unless otherwise agreed, the Company shall not be held responsible for a change in the quality, and/or availability, of the products it markets.
ARTICLE 4 : Prices
4.1 – The Company transmits to any customer who so requests the prices of products in which the customer is interested.
4.2 – Unless otherwise agreed, the prices of our products are quoted ex-works.
4.3 – We reserve the right to change our prices at any time.
ARTICLE 5 : Delivery time
5.1 – The customer is advised that the delivery time communicated to him is only a general indication of intent, and is not contractual.
5.2 – Therefore, a later delivery shall not give rise to any complaint on the part of the customer, any cancellation of the order, or any indemnification, except in the situation specified below.
5.3 – Only a delay of more than 5 days after the indicated delivery time may justify cancellation of the order by the customer, without him having the right to claim any damages from the Company.
ARTICLE 6 : Delivery and acceptance
6.1 – If the customer does not want to arrange for a transport service, our products travels at the recipient’s risk and peril.
6.2 – If the customer does not want to arrange for a transport service, he shall — prior to taking possession of the products that are offered to him — ensure that they correspond to his order, with it being specified that no complaint will be considered after the products have been picked up.
6.3 – In the event of damaged or missing products, it is up to the customer to make any necessary reports and confirm his reservations to the carrier by registered letter, or by any other written means for customers located outside of the French territory, within 48 hours following delivery of the products.
6.4 – Without prejudice to the aforesaid measures to be taken vis-à-vis the carrier, any dispute or complaint regarding the quality and condition of the products received (weight, quality, etc.) must be stated in the carrier’s delivery slip and must sent to the Company by fax without 48 hours after the delivery date.
If these two formalities are not carried out, no dispute will be considered.
6.5 – Any dispute related to non-conformity of the products delivered must be sent to us by registered letter, or by any other written means for customers located outside of the French territory, within 48 hours of the delivery date, along with the corresponding documentation.
6.6– The Company will process the dispute within ten business days of its receipt.
6.7– If the Company confirms that the products are non-conforming, the parties shall meet to find the best possible agreement.
6.8– The Company’s liability is limited only to property damage caused thereby, which must be proven. Under no circumstance shall the Company be held liable for any consequential damage incurred by the purchaser, particularly — without necessarily being limited to — loss of production, commercial loss or disturbance, loss of revenue, loss of profits, loss of orders, loss of customers, loss of earnings, and harm to image or reputation.
In any event, if the Company’s liability is acknowledged, it shall not exceed the pre-tax amount of the order for the products that caused the loss.
ARTICLE 7 : Customer’s liability
7.1 – The customer personally takes care of obtaining any authorizations that might be necessary for use or storage of the products on his site.
Also, if the customer did not want a transport service, only the customer is liable for any damage that might be caused and/or incurred by the products upon their delivery or removal from our site.
7.2 – Only the customer is responsible for the use of the products he purchases from the Company, and he alone assumes the responsibility of choosing the products he wants to purchase from among those offered by the Company.
Consequently, under no circumstance shall the Company be held liable for the products’ unsuitability for the use intended by the customer.
In the event that the customer wants to purchase products with specific characteristics, he shall provide the Company with a precise list of such characteristics.
The Company will be deemed to have agreed to supply products having such characteristics only if it has notified the customer of such agreement in writing.
ARTICLE 8 : Return of products
Any return of products must be expressly agreed to by the Company and the customer.
ARTICLE 9 : Payment and payment deadline
9.1 – Our invoices are payable by the deadline agreed with the customer, which is indicated on our invoices. Any dispute or request for a credit shall not constitute a ground for late payment.
9.2 – No discount will be accorded for early payment.
9.3 – An invoice that is not paid by its due date, and all sums corresponding to the loss actually incurred by the Company, shall, without prior notice, bear interest at a rate of 3 times the statutory rate in effect on the date of the invoice, plus a fixed indemnification of € 40 shall be paid for collection costs.
9.4 – Cheques, drafts and other forms of payment shall be deemed to constitute valid payment only after they have been cashed.
9.5 – With respect to an initial order, if the customer pays several invoices belatedly, or there is a risk of his insolvency, the Company reserves the right to review its time for payment and ask the customer to pay all or any part of the price of the order beforehand, which shall be made by bank transfer.
9.6 – If a payment is more than 30 days late, the Company reserves the right to suspend all of the orders in progress, without prejudice to its right to take any other action.
9.7 – The customer shall reimburse all of the costs incurred for contentious collection of sums due, including lawyers’ and judicial officers’ fees.
ARTICLE 10 : Transfer of risks
The transfer of risks in products occurs upon their delivery to the customer, or, if the customer does not have the benefit of a transport service, upon the pickup of products on the Company’s sites.
ARTICLE 11 : Reservation of ownership
11.1 – THE GOODS WE DELIVER ARE SOLD WITH A CLAUSE THAT EXPRESSLY SUBJECTS THE TRANSFER OF THEIR OWNERSHIP TO FULL PAYMENT OF THE PRINCIPAL PRICE AND ANCILLARY ITEMS.
It is understood that the simple delivery of a document creating an obligation to pay — e.g. a draft or other commercial document — does not constitute payment, with the Company’s original claim on the customer, along with the guarantees attached thereto, including the reservation of ownership, remaining in effect until the payment thereof has actually been made.
11.2 – The aforesaid provisions do not obviate the transfer to the customer of the risks of loss or deterioration of the products subject to the reservation of ownership, or the transfer of liability for any damage they may cause, as soon as the products are picked up.
11.3 – Insofar as the price has not been paid in full, the customer shall individualize the products delivered and shall not mix them with other products of the same nature coming from other suppliers. Neither shall the customer resell the products purchased hereunder to a third party as long as the price has not been paid in full.
ARTICLE 12 : Force majeure and circumstances that might interrupt our deliveries
In the event of a transport strike; a strike in our establishments or those of our suppliers; inclement weather; the reaching of a maximum operating quota; deterioration and/or breakdowns of our installations; riots, wars, attacks, shortage of raw materials or energy; lockdowns, epidemics, pandemics, or any other situations of force majeure, the Company may suspends its deliveries and terminate all or any part of the contracts in progress, without the purchaser having the right to claim any indemnification in that regard.
ARTICLE 13 : Jurisdiction
ONLY THE COMMERCIAL COURT OF RENNES SHALL HAVE JURISDICTION TO ADJUDICATE ANY LITIGATION AND DISPUTE RELATED TO THE FORMATION, EXECUTION OR TERMINATION OF ORDERS PLACED WITH THE COMPANY.
This provision applies even in the event of summary proceedings, a motion, a multiplicity of defendants, or an action for enforcement of a guarantee, regardless of the mode or terms and conditions of payment, without any jurisdictional clauses that may exist in the purchasers’ documents obviating the application of this provision. Each party designates domicile at the address of its head office.
ARTICLE 14 : Language and applicable law
If these general terms and conditions are translated into other languages, the French version shall prevail over any other version.
These general terms and conditions and the commercial relationships they govern are subject to French law.