ESPACIO PROFESIONAL
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CONDITIONS FOR EXPORT SALES

Article 1 - Purchaser’s Conditions of Sale

Unless otherwise stated, any order placed by the Purchaser implies unconditional acceptance of these general terms of business. These take precedent over any other document, issued either by the Purchaser, or any commercial third party who might intervene in the sales transaction, and in particular over all general terms of purchase of the Purchaser or over any indications mentioned on the Purchaser’s own order forms.

Article 2 - Order

2.1 - The sending and/or signature of the order form constitutes a definite and irrevocable commitment by the Purchaser to accept delivery of and pay for goods indicated on the order.
2.2 - Goods can only be sold within the limit of stocks available. The Seller reserves the right to refuse any order it judges to be out of the norm. When orders do not comply with the number of units per box indicated for the products, an increase of 10% will be charged on the price of the product in question.
2.3 - The sale is irrevocable once the Seller has accepted the Purchaser’s order either by written confirmation, or by carrying out delivery.

Article 3 - Price

3.1 - Unless agreed otherwise (where necessary) on the order confirmation, goods are invoiced at the going rate on the day of the orders receipt. Prices indicated exclude taxes, are ex factory of the Seller, and for payment before delivery.
3.2 - The Seller reserves the right to alter prices at any time.

Article 4 - Delivery - Risk Transfer

4.1 - Time frames are given only as an indication and are respected as far as possible. They cannot, except in the case of prior written special agreement from the Seller, form a formal commitment, and any delays in delivery which may occur cannot give rise to any penalty or compensation, nor justify the cancellation of the order by the Purchaser. In the event of fixed delivery times, agreed between the parties, the delivery period should start from confirmation of the order by the Seller. Any event beyond the Seller’s control, such as, in particular, mobilisations, civil or international war, fire, flood, lock-outs, government restrictions, shortage of raw materials or fuel, delays due to carriers, suppliers or sub-contractors, natural forces, acts of civil or military authorities, epidemics, strikes or other industrial disputes, cold waves or any other similar event, can bring about, as suits the Seller, either an extension of the time limit in which the order must be completed, or cancellation of the order, releasing the Seller from any payment for compensation of damages.
4.2 - Deliveries into European Community member countries, France borderers: Spain, Italy, Germany, Belgium & Luxembourg, are provided FRANCO for any order > 900€. For any order < 900€, the Incoterm EX-WORKS (Incoterm CCI 2000) applies.
4.3 - Unless otherwise agreed by the parties, the Incoterm EX-WORKS (Incoterm CCI 2000) applies for any delivery into European Community member countries no mentioned in article 4.2 but also into no CE member countries.
4.4 - GOODS ALWAYS TRAVEL AT THE PURCHASER’S RISK, even in the event of any delivery exceptionally carried out by the Seller, whether free of charge, against payment, or cash on delivery, unless otherwise explicitly stipulated in a specific contract drawn up with the Purchaser or on the order confirmation issued by the Seller.
4.5 - Unless expressly authorised by the Seller, any Purchaser located in a European Community (EC) member country commits to not exporting goods outside of the EC territory. Any Purchaser located in a non-member country of the EC commits to not exporting goods outside the territory of his own country.
4.6 - The Purchaser commits to obtaining all prior, necessary authorisations to circulate the goods such as an import/export licence. Should these documents not be obtained, this cannot be regarded as a case of force majeure.

Article 5 - Quality and Goods - Claims

5.1 - The Seller guarantees that goods are of good quality and conform to their proper purpose. The Purchaser is responsible for transportation, storage and handling of goods. In order to preserve the quality of our goods, these must imperatively be loaded in sheeted or closed vehicles during transportation, so as to be protected from knocks, sun and bad weather. They must then be stored in a horizontal position as of their arrival, in a cool, dark room, out of sunlight, ice and rain, without any abrupt change in temperature, and this until their use. Consequently, goods must be transported, stored and handled in compliance with the Transportation and Warehousing Specifications transmitted to the Purchaser and the carrier when the goods are collected. The Purchaser acknowledges having taken good note of the said specifications and commits to applying them scrupulously.
5.2 - On taking delivery of goods, the Purchaser must examine the goods, or have them examined. Any claim as to the characteristics, quantity or packing of the delivered goods must be made in writing by the Purchaser and addressed to the carrier within 8 days as from the date of taking delivery of the goods in the Purchaser’s warehouse, with a copy for the Seller detailing the damage noted on arrival of the goods.
Any claim sent after this time limit will be regarded as void. The Seller will replace any defective goods at his own cost should it be proved the fault existed before delivery, or at the Purchaser’s expense if otherwise.
5.3 - Should the distributed goods be non-conform or defective, the Purchaser commits to informing the Seller immediately and to comply with the Seller’s instructions as to the measures to be taken (for example, withdrawal from the market, destruction of goods, etc). The Seller will replace the non-conform or defective goods at his own cost when his responsibility is proven, or at the Purchaser’s expense, if otherwise.
5.4 - Only goods with a recognised non-conformity, reported in the previously indicated time limits, and recognised as such by the Seller, will be replaced, excluding any other compensation of any form whatsoever.

Article 6 - Payments

6.1 - Unless expressly agreed otherwise by the Seller, payment must be made net to the Seller, without discount, in the same currency in which the invoice is issued.
6.2 - Unless expressly agreed otherwise, payment must be made before goods leave the Seller’s warehouse, by bank transfer following the issue of a pro-forma invoice. All payments must be made in Euros, without taking into account any variations in the currencies’ exchange rates. In the case of payment by bank transfer, the settlement date is the date at which the Seller’s bank account is actually credited with the amount of the order.
6.3 - In the event of late payment, and unless this delay is due to the Seller, the Seller is entitled, at his choosing and notwithstanding the provisions of article 6.4 hereafter, to (1) suspend execution of his own obligations until the due payment is made and/or (2) call for, in accordance with French law (Article L441-6 of Commercial Code), the payment of a late payment penalty, equivalent to one and a half times the legal rate of interest, and applied to the amount of the debt. Since 01/01/13, each debtor which pays an invoice after the expiration of the term of payment, will have to deposit to its creditor a fixed compensation of 40€ for collection fees (decree of 02/10/2012).
6.4 - In the event of (1) non-payment (for a reason not due to the Seller) or (2) modification of the legal capacity of the Purchaser, the composition of his capital or his goodwill, affecting his financial standing and, after formal notice sent by the Seller to the Purchaser, the sale can be automatically declared void, at the Seller’s choosing, without any other formality. Any outstanding amount from the Purchaser to the Seller becomes due immediately.
6.5 - The Seller can offset any outstanding amount from the Purchaser, including late payment penalties mentioned in article 6.3 with any other amount due by the Seller. Conversely, any set-off or automatic deduction made unilaterally by the Purchaser will be regarded as default of payment.

Article 7 - Clause of Reservation of Ownership

7.1 - All goods remain the property of the Seller until full payment is made by the Purchaser. In the event of payment by cheque or other form of bill of exchange, only the actual cashing of such will count as payment. If the reservation of ownership is not applicable or not fully effective in the Purchaser’s country, the Seller will be protected by another safeguard concerning the goods, applicable in accordance with local law.
7.2 - If the Purchaser cannot pay his debts or is subject to having his affairs administered by the courts, or to bankruptcy proceedings, the Purchaser must inform the Seller and, at the Seller’s first request, must make the goods freely available to the Seller, at the Purchaser’s own expense.
7.3 - Under this clause of reservation, the Purchaser commits (1) to holding the goods with all due and proper care, and storing them so as they may be identified as belonging to the Seller, (2) to taking out insurance covering the goods, up to their selling price, against any destruction or unspecified damage, during the reservation of ownership (3) to notifying the Seller immediately of any threat or attack to his rights, including seizure, retention or implementing measure to which the sold goods could be subject.
7.4 - This undertaking is an important provision without which the Seller would not have entered into a contract with the Purchaser.

Article 8 - Applicable Law - Jurisdiction

8.1 - Any matter concerning the completion of this contract, which is not expressly or implicitly covered by the conditions laid down in the contract itself (i.e. in the General Terms or the Specific Terms agreed between the parties) is governed (1) by the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention, CISG, 1980) and (2) by reference to French law, for any issue not covered by the Convention.
8.2 - The Courts of Lyons, France, shall have jurisdiction over any dispute whatsoever relating to the implementation of the conditions hereof, or resulting from them, even in the event of multiple defendants or warranty proceedings. Any clause to the contrary put in writing by another party to the contract, is void against us if it has not been formally accepted by ourselves.