Preamble
Any sale of the company (hereinafter the Seller), both in France and abroad, is governed by these general conditions of sale, which are available, at any time before placing the order, in the catalog and our website. They are therefore deemed to be accepted without reservation by any buyer (hereinafter the Buyer) as soon as an order is placed and prevail over all general conditions of purchase of the Buyer, unless otherwise agreed between the parties, so that any agreement to the contrary opposed to the Buyer would, in the absence of express acceptance, be unenforceable against the Seller and this, regardless of the moment when it has been brought to his attention. The fact, for the Seller, of not immediately demanding the strict application of these general conditions of sale, can not be considered as a waiver to rely on them, but as a simple tolerance which, whatever the duration, can not constitute any right for the benefit of the Buyer. In the event of a contradiction with the provisions resulting from texts emanating from professional bodies, such as the Code of Practice of Industry and Trade in Paper and Paperboard of France (edition of 3 May 1956), or those resulting from the general conditions of sale of paper and board manufacturers of the European Community (hereinafter the C.E.P.A.C.) , these general conditions of sale shall prevail. In the event of a contradiction with a legal text of public order in force in the country of the Buyer, said contradiction will only result in the non-application of the non-compliant provision, without affecting the rest of these provisions.
I - ORDER
The sale is deemed to have been concluded on the date of acceptance of the order by the Seller.
(a) Method of placing the order
Orders on stock can be placed on the various websites of the company. In this case, the Buyer is committed upon written confirmation of a firm and complete offer from the Seller. Orders on manufacture are necessarily placed on quote on the various websites of the company. In this case, the formation of the contract is subject to the sending, on the part of the Seller, of a written confirmation to the Buyer and an online payment of the order. For deliveries in metropolitan France and Europe, no complaint on the order confirmation issued by the Seller to the Buyer, can be received after a period of three days from the date of its receipt by the Buyer.
b) Content of the order: Any order placed must include the full name and precise address of the Buyer; the reference to a possible offer; the precise quantity. Similarly, depending on the region and the quantities ordered, a contribution to the transport costs may be applied. The placing of an order implies the acceptance by the Buyer, of the tolerances of quantity and size in use in the Profession. Due to the extremely high handling costs and the risk of deterioration of the goods caused by the splitting of the package units, the goods will be sold exclusively according to the package unit indicated in the tariff, without the possibility of breakage. In the same way, any order on manufacture or of products outside the catalog must respect the minimum sales unit imposed by the manufacturer.
c) Modification of the order: Unless expressly agreed by the Seller, orders may give rise to modification or resolution only at the written request of the Buyer, which must be addressed to the Seller before the preparation of his order. In any case, the company reserves the right to refuse any modification by the Buyer of an order. In addition, the modification of an order may lead to a readjustment of the price and the application of any additional costs.
d) d) Intuitu personae: The benefit of an order is strictly personal to the Buyer and cannot be assigned without the prior consent of the Seller.
II - PRICE
Unless otherwise indicated, the prices mentioned in the Seller's tariffs include:
- duty-free or any taxes included according to the tariff list applied,
- standard delivery costs included, excluding any customs and insurance costs that remain the responsibility of the Buyer;
- packaging included.
Any additional service requested by the Buyer (in particular specific packaging, shaping, return of goods, etc.) may be invoiced according to the rate in force in our catalog or on our website or according to specific quote. These prices, deemed known to the Buyer, do not constitute a commitment and are subject to change without notice. They are given as an indication and are limited to the quantities available in stock at the Seller upon receipt of the order. Only the prices negotiated and agreed in writing between the parties constitute a commitment on both sides. However, in case of dispute and in the absence of a writing issued by the Seller, the tariff will prevail. Any discounts, rebates, rebates are specified on the invoice
III - DELIVERY
a) Terms and conditions: The delivery is made at the place of delivery mentioned on the order form and, if necessary, recalled on the quote. The information stated by the buyer when placing his order is binding on him. In the event of an error on his part in the wording of his contact details or the place of delivery, resulting in the loss of the products or the commitment of new delivery costs, the buyer remains responsible for the payment of said lost products or for any additional costs caused by this error. The delivery takes place by making available to the Buyer the products ordered, whether the sale takes place from or before. Non-standard deliveries requiring, for example, without this list being exhaustive, a transhipment, storage, or the intervention of a ripeur and subject to the possibilities offered to the Seller, will be the subject of additional invoicing according to the tariff in force. The unloading of deliveries of more than 3 (three) tons is carried out under the responsibility of the Buyer. Partial deliveries do not give the Buyer the right to cancel his order.
b) Deadlines: The delivery period runs from the date of the order or, when it is mandatory, its confirmation. In the absence of a written specification of the mandatory nature of the period or date of delivery, this period or date shall be given only as an indication. No guarantee can be granted by the Seller regarding the delivery time of orders on manufacture. Except in the event of gross fault on the part of the Seller, no damages or cancellation of an order may be claimed for non-compliance with the deadline or the date of delivery.
c) Impossibility of delivering: The Seller is released from his obligation to deliver in the event of the occurrence of an event beyond his control not attributable to an intentional or gross fault on his part that prevents or delays the delivery of the goods. If necessary and if circumstances permit, the Seller will notify the Buyer of the existence of the temporary impediment or impossibility of delivering. If the impediment is temporary, the execution of the contract will be suspended for the duration of the impediment, it being specified that on the expiry of a period of 30 days from the above notification, each of the parties will have the right to terminate the contract without compensation. If the impediment relates to a delivery that has expired and is part of a contract with staggered deliveries, the possibility of terminating can however only be exercised on said delivery, apart from those to come. If at the time of the impediment, part of the order has already been manufactured, the Buyer will be required to take delivery of the quantity manufactured or in the process of manufacture and to pay the price up to the extent, on the basis of the agreed conditions.
d) Refusal or impossibility to take delivery: If at the end of the delivery period, the Buyer refuses to take delivery of the goods at the end of the period on the order confirmation or any other contractual document, the Seller will be entitled to put it in storage at the expense of the Buyer and to claim transport costs and possibly repackaging. At the expiry of a period 2 weeks from the date appearing on the delivery note, the Seller will be entitled to terminate the contract, to proceed to the resale of the goods and to claim from the Buyer, the payment of the difference between the price initially agreed and the resale price, as well as the compensation of any direct or indirect damage that he has suffered.
e) Return of goods sold on stock: Returns of goods sold on stock having as their origin a simple change of opinion or an error attributable to the Buyer or his agent, must, beforehand, be the subject of a written request to the Seller. They will only be accepted provided that the above request has been made within a maximum period of 8 days from the delivery of the goods and that the said goods are returned in perfect condition of resale as well as in their original packaging. If necessary, it will be established for the benefit of the Buyer, a credit deductible from existing or future outstandings, after qualitative and quantitative verification of the returned products. Any deposits paid will remain with the Seller. Returns accepted by the Seller will give rise to the invoicing of a lump sum penalty of an amount appearing in the rate in force, in addition to the reimbursement of the costs of repackaging the returned goods.
IV - TRANSFER OF RISKS
Notwithstanding the application of the retention-of-title provisions set out in article VII below, and even in the case of free-to-air sales, the goods travel at the buyer's own risk. The risks are transferred to the Buyer as soon as they are loaded onto the means of transport that the Seller has chosen on his behalf.
V - TRANSPORT
Without prejudice to the application of the provisions subject of article IV above, reservations and remedies against the carrier (whether quantity, damage or for any other reason) are the sole responsibility of the Buyer who must, if necessary, immediately make the reservations and detailed observations that will be required on the delivery note issued by the carrier and confirm them within the legal deadlines by registered letter with acknowledgment of receipt , within three working days of receipt. The Buyer must send, for information, all the documents that he has issued in this respect to the Seller, by registered mail within two days of receipt of the products.
VI- CLAIMS
Claims are admissible on the two-bed and other condition that the provisions of article I have been strictly complied with.
No open product, already consumed, and not returned in its original undamaged packaging, will be accepted.
VII - PAYMENT
The payment of purchases is made, in compliance with the regulations in force, at the choice of the customer:
• by credit card: Visa, MasterCard, Carte Bleue, issued in France.
a) Date-deadlines: The complete order payment must be made when placing the order by the Buyer on our website
b) Late payment: In the absence of payment or in the event of partial payment on the due date on the invoice, a penalty equal to the interest rate applied by the European Central Bank to its most recent refinancing operation increased by 10 points, calculated pro rata temporis of the number of days of delay noted, will be automatically applied to the amount including VAT of the said invoice. Any debt not paid on the due date will also give rise to the payment of a lump sum compensation, for recovery costs, the amount of which has been set at 40 euros in accordance with Article L441-6 al 12 of the Commercial Code. The Seller will also have the option, if it sees fit, to note the forfeiture of the term of the current contract(s) and to demand, together or separately, the immediate payment of all unsatured invoices; payment before delivery of any order already accepted or already placed; the provision of satisfactory security in business and/or personal security. If the Buyer fails to satisfy the guarantees listed above, the Seller may, if it sees fit, together or separately, cease delivering, terminate the contract(s) and/or orders in progress duly accepted, claim damages and/or exercise its retention of title and the rights relating thereto, in accordance with the provisions contained in Article VIII below. Any payment by the Buyer, whatever the imputation that the latter would have to give him later and even if the amount corresponds exactly to one of the invoices, will be charged in priority to the invoices corresponding to goods already used or resold by him.
c) Payment by credit card:
- Securing transactions and bank details: The company implements the appropriate means to ensure the confidentiality and security of the data transmitted on the web and on our website. As such, the website uses a secure 3D-Secure module. This interbank protocol is developed by the two credit card networks Visa and MasterCard to authenticate bank cardholders with each payment.
- Fight against credit card fraud: The information related to your order is subject to automated data processing whose provider is Stripe Payment. The purpose of this automated data processing is to define a level of analysis of a transaction and to fight against credit card fraud. Stripe and our company are the recipients of the data in connection with your order. The non-transmission of data related to your order prevents the realization and analysis of your transaction. The occurrence of an unpaid due to fraudulent use of a credit card will result in the registration of the details related to your order associated with this unpaid amount in a payment incident file. An irregular declaration or an anomaly may also be the subject of specific treatment.
The company reserves the right to verify the personal data communicated by the customer and to adopt all the measures deemed necessary to verify that the person whose bank account is debited is indeed the one who placed the order, in order to avoid any fraudulent payment. This verification may take the form of a request for proof of identity. The company will also have complete freedom to proceed to the direct cancellation of an order that would present one or more risk factors for fraudulent use of credit card.
VIII - RETENTION OF TITLE
The Seller or his assigns reserve ownership of the goods delivered transformed or not, until full payment by the Buyer of all sums due, due or not due, in respect of the deliveries made.
a) Unpaid or deterioration of the Buyer's credit: The Seller may thus take back the goods in the absence of payment of an invoice that has expired or in the event of deterioration of the Buyer's credit, even outside the opening of a collective procedure.
(b) Insurance: In accordance with the principle set out in article IV above relating to the transfer of risks, the goods delivered by the Seller, ending up in stock with the Buyer, must be treated by the latter as being on deposit with him. They must therefore be validly insured by the Buyer, at his expense, against any risk likely to harm their value.
c) Action of third parties: The Buyer must immediately notify the Seller of any measures (seizures, pledges, etc.) that could affect or endanger the retention of title.
d) Identification of the goods: In the event that the identification of the goods proves impossible for the Buyer, all those that meet the same specifications and this up to the amount of the latter's claim will be deemed to be goods of the Seller. However, in order to facilitate this identification, it will be forbidden for the Buyer or his substitutes, to remove the distinctive marks of the goods before their use.
e) Resale and processing: The resale and transformation of the goods are prohibited in the event of an amicable settlement or collective procedure of the Buyer or in the event of any procedure or equivalent procedure which would have as its object to deal with the financial difficulties of the Buyer, unless expressly agreed by the Seller and against immediate payment of the price of the said goods. In the event of resale of the goods whether or not they have themselves been transformed, the Seller's right of ownership over them will be transferred to the resale price paid to the Buyer up to the amount invoiced to him by the Seller in respect of the delivery that took place, by a mechanism of real subrogation. If necessary, the Seller may claim the resale price directly in the hands of the sub-buyer.
f) Consequences of the opening of a collective procedure with regard to the Buyer: If the Buyer, being the subject of a collective procedure, resells despite the prohibition set out above, the goods to a sub-buyer, any payment made by the latter in the hands of the Buyer or his Judicial Administrator, must be given to the Seller.
(g) Damages: The application of this clause shall in no way modify the provisions concerning the transfer of risks. It in no way excludes the possibility for the Seller to exercise any legal actions for resessing the sale and / or damages, in order to compensate for the loss of profit or the damage that he would have suffered as a result of the buyer's default.
IX - INFORMATION AND ADVICE
The description of the goods in the Seller's catalogues and tariffs is given as an indication. In the event that certain characteristics of the product are considered essential, it would be up to the Buyer to have them specified and guaranteed in writing. The Seller can only inform or advise the Buyer if the latter spontaneously and completely puts him in a position to do so. In case of silence of the Buyer at the time of the order or during the transformation of the goods, the Buyer will be considered as sufficiently informed of the characteristics of the goods he has ordered.
X - LITIGATION - JURISDICTION
These general conditions of sale are governed by and subject to French domestic law. Any dispute or contestation, arising from the interpretation or execution of these terms and conditions will be settled, in the absence of amicable conciliation between the parties, and even in the event of summary proceedings, warranty appeal or multiple defendants, by the Commercial Court of Toulouse, unless expressly agreed otherwise.
