Hereinafter referred to as “the Company” SALES WITH RETURN OF UNSOLD GOODS
The present General Terms of Sale apply to all our sales which are solely available to professionals. These General Terms of Sale cancel and replace any previous versions and will be applicable in full from 1 January 2018. They shall not be modified by any stipulations to the contrary appearing on any Client document (general terms of purchase, purchase orders, etc.). All orders placed with the Company entail the unreserved acceptance of the pricing and of these General Terms of Sale, to the exclusion of any other documents, such as brochures or catalogues, produced by the Company for informational purposes only. No special terms or conditions shall take precedence of these General Terms of Sale without the formal, written acceptance of the Company.
A.1: Firm sales:
This article applies to the sale of products by the Company, with the exception of sales with services (or displays with return of unsold items), which are themselves defined below. The specific features and qualities of the products covered by these General Terms of Sale are accurately described in the latest sales documents released by the Company. The Company reserves the right to make any changes which it may deem to be of use to the products, up until the time of their delivery and insofar as their substantial qualities are not affected, and this, with no obligation to modify the products previously delivered or with orders in progress. Likewise, the Company reserves the right to discontinue the sale of certain products. Consequently, the Client may not compel the Company to sell goods to it which the Company has ceased to market.
A.2: Sales with services (or displays with return of unsold items):
This article applies to sales by the Company which include services, primarily of “display stand” products including a display and the various items it contains. In fact, the specific nature of the Company’s business is the sale, to retailers, of display units containing different items. The Client places those display units in one or more preferred locations in the store for a period of time agreed between the parties. That period cannot be reduced without the Company’s agreement. During that period, the Client will bear all the risks relating to the display units and their contents inside the store. At the end of each period, the Company undertakes to complete a physical inventory of the unsold items in each display unit, in the presence of the Client, and to record the inventoried items on an “inventory count list”, specially created for that purpose, which will then need to be signed by the store. Subject to the aforementioned conditions, an invoice will be produced in consideration of the inventory count lists transmitted to the Company, that will be used to determine which items were actually sold. In the event of noncompliance with the above procedure, the Client will be billed for the full value of the display unit. The display units and any unsold items will be returned to the Company at its own expense and at its own risk. The Company will explicitly notify the Client of the name of the carrier designated to perform the return. The Client will bear all the risks relating to the display units and their contents up until the time of their removal by the Company’s designated carrier. The specific features of the units and the displayed items are accurately described in the latest sales documents released by the Company. The Company reserves the right to make any changes which it may deem to be of use to the display units, up until the time of their delivery and insofar as their substantial qualities are not affected. The Company alone will decide which items to include in the display unit. It guarantees the Client a certain number of display units and an assortment of items, subject to external factors necessitating subsequent adjustments. Likewise, the Company reserves the right to discontinue the sale of certain display units. Consequently, the Client may not compel the Company to sell display units to it which the Company has ceased to market.
A.3: Sales with renewable services (or displays with renewable return of unsold items):
This article applies to sales by the Company which include services of products installed in retail spaces at one or more preferred locations in the store for a period of time agreed between the parties. That period may be renewed one or several times at the Client’s request. It cannot be reduced without the Company’s agreement.
For an order to be accepted, it must be sent to the Company, in writing, by a Client whose past behaviour has not been detrimental to the Company. Any physical unavailability of the display units ordered by the Client, whether temporary or definitive, will prevent the Company from processing the order.
The sales contract will be considered as legitimately concluded under the following circumstances.
Different conditions for firm sales and sales with services: For firm sales: The sales contract will be considered as legitimately concluded by delivery of the products. For sales with services (or displays with return of unsold items): The sales contract will be considered as legitimately concluded by delivery of the display units, subject to the condition precedent of sale of the items contained in those units to consumers. For sales with renewable services (or displays with renewable return of unsold items): The sales contract will be considered as legitimately concluded by delivery of the items, subject to the condition precedent of their sale to consumers. Identical conditions for firm sales and sales with services: Each order is personal and cannot be transferred to another party without the Company’s agreement. Changes to orders initiated by the Client after their submission to the Company will only be processed if accepted in writing by the latter. Orders will only be accepted if they contain the minimum quantity for a display unit, i.e. the minimum order quantity.
The prices for the products and display units are determined in reference to the pricing in effect at the Company at the time of order placement, as appended hereto. All prices are exclusive of VAT.
The main discount mechanisms applied by the Company are specified in the appendices.
Different conditions for firm sales and sales with services:
For firm sales, payment is due within net 30 days from the invoice date, with provision of a bill of exchange within 48 hours of receipt of the invoice. For sales with services, payment is due within net 30 days from the invoice date, with provision of a bill of exchange within 48 hours of receipt of the invoice. Identical conditions for firm sales and sales with services: All invoices are payable in euro to the head offices of the Company. No discounts will be applied to early payments. Payment will only be considered as final once the bill of exchange has been cashed, entailing the Company’s effective access to the funds. In the event of a late payment, the Company may, after an official notice to pay has gone unanswered for four calendar days, apply a penalty to the Client based on the outstanding balance at three times the current legal interest rate. Late payment or non-payment, in whole or in part, will also give the Company the option to immediately suspend any contracts in progress and to demand payment of the Client for all debt which has not yet fallen due, regardless of the basis thereof. Failure to return a bill of exchange will be considered as non-payment. The Company may, after an official notice to pay has gone unanswered for four days, terminate the contract stemming from these General Terms of Sale, as of right. Any down payments or partial payments made will be deducted from the amount of any penalties, without prejudice to any other remedy. In the sole case of a payment incident caused by the Client, the parties agree that any sums of money which they may owe one another will be used to offset their debt, as of right and without the need for any formalities, whether or not the conditions for legal set-off have been met. The Company also reserves the right to withhold any unpaid display units not yet delivered to the Client. Any downgrading of the Client’s credit may provide grounds for requiring guarantees or payment in cash prior to fulfilment of the received orders.
Delivery of the items or display units will be considered as complete once they have been made available at the location specified in the order. - Different conditions for firm sales and sales with services: For firm sales and for sales with renewable services: For any orders in excess of €650 excl. VAT within France, delivery will be free of charge. For sales with services: For any orders of more than one display unit within France, delivery will be free of charge. - Identical conditions for firm sales and sales with services: Export orders will be shipped free of charge from a minimum order of €850 excl. VAT. Delivery lead times will be determined by the Company depending on its supply options and will be communicated to the Client. Any changes to an order during performance of the contract, if accepted by the Company, may lead to extended delivery times. If the Client does not accept the products at the agreed delivery date and time: - In the case of a postponed delivery: the costs of redelivery will be borne by the store. - In the case of refusal of delivery: the return costs will be borne by the store. It is also specified that, for sales with services and in the event of a delivery not installed for sale on the floor, the Client may pay the return costs per display unit, as well as other charges ensuing from its failure to make the products available for purchase.
The Company will bear the cost of routing the goods and will have its choice of carrier. If the Client does not accept the products at the agreed delivery date and time, the transport costs will be borne by the store. The Company bears all the risks of loss or damage which the products or the display units and the items they contain may undergo up until the time of their delivery. At the time of delivery, the Client must necessarily check the products’ condition, compliance and absence of any visible defects, and the number of display units and items. The expenses and risks associated with that verification will be borne by the Client. Any complaints, reservations or disputes will only be accepted if recorded on the carrier’s receipt at the time of delivery and confirmed by registered letter sent to the Company within three (3) days of delivery of the display units. The Client will explain and provide evidence of the complaint, reservation or dispute, and will indicate the display units to which the complaint, reservation or dispute applies, including quantity, quality and price. As applicable, the Company may perform on-site inspections and verifications, either directly or via the intermediary of a representative. No complaints will be accepted beyond that three-day period. The Company may not be held liable for any destruction, damage, loss or theft occurring during transport.
Once delivery is complete, the burden of any risks which the products or display units may incur or cause will be transferred to the Client. For display units, the burden of any risks which they may incur or cause will be transferred to the Client until the unsold items are collected by the Company’s designated carrier.
The Client must provide proof of the reality and the existence of any latent defects being claimed against the Company, prior to the time of transfer of risks. The Company reserves the right to perform on-site inspections and verifications, either directly or via the intermediary of a representative. In that instance, the Client must give the Company or its representative every opportunity to carry out the aforementioned inspections and verifications. The Client may not lodge any claim on the basis of the warranty against latent defects more than 30 (thirty) days after delivery of the display units. It is expressly agreed that, upon expiration of that period of time, the Client may not invoke the warranty against latent defects in the display units and/or the items they contain, nor may it cite this warranty in a counter-claim or by way of an exception to defend itself against a legal action lodged against it by the Company. In the event of breach of these conditions, the warranty benefits payable for the latent defects in the products, the display units and/or the items they contain will no longer be applicable. Subject to the Company’s agreement, the defective products, display units and/or items they contain may be refunded to the Client or may have their prices reduced, within the limits of the purchase price of each display unit and/or item, but shall not entitle the Client to payment of any indemnification whatsoever. In any case, the Company will only assume liability in the name of the legal warranty against latent defects, under the conditions defined above and if the Client has made normal use of the products, display units and/or the items they contain, has not altered them in any way whatsoever and has stored and handled them in such a way as to preserve them and keep them in good working order. Likewise, the Company shall not be held liable on the grounds of the normal wear and tear inherent to display units and the items they contain, and the use made thereof.
Ownership of the products will only be transferred to the Client upon payment in full, i.e. once the price of the products, any costs associated with the sale and any interest have all been paid. It is understood that the expenses and risks associated with the goods will be borne exclusively by the Client as from the time of their delivery. Consequently, the Client undertakes to subscribe to an insurance policy for the goods supplied but not yet paid in full, with a company known to be solvent, covering the risks incurred by the goods during that period. At the Company’s request, the Client must provide proof of holding such an insurance policy. In the event of a payment default, the Client must return the unpaid goods, at its own expense, at the request of the Company sent by registered letter with acknowledgement of receipt. In this instance, the Company will not lose any of its rights, and the products in stock with the Client will be assumed to be the unpaid goods. The Client will ensure that it is always possible to identify the goods, such that they can never be confused with merchandise from different suppliers or with the Client’s own products. The Client must use every legal means to oppose any claims invoked by third parties against the sold goods, by means of seizure, confiscation or any similar procedure. The Client will immediately inform the Company of any event which could alter the implementation of this retention of title clause under normal conditions. Payments made will be applied to the oldest sales first. The Company’s repossession of its products will not preclude it from any other judicial proceedings which it may lodge. In any case, the Company may exercise its lien against the sale price of products already sold. The Client may then resell them as part of the normal operation of its establishment. However, once payment becomes due, any late payment or non-payment by the Client will result in the latter being prohibited from selling the products until it has made payment in full for all of the products still in its possession. In any case, the Client may not offer the products as a pledge, security or collateral.
Under no circumstances may the parties be held liable in the case of a force majeure preventing them from fulfilling their mutual obligations, during which time all the essential obligations will be suspended.
In the absence of an amicable resolution, any disputes relating to these General Terms of Sale, or to the sales which it governs, will be submitted to the exclusive jurisdiction of the competent courts for the location of the Company’s head offices, including in the event of multiple proceedings or respondents, the introduction of third parties or summary proceedings.
These General Terms of Sale and the subsequent sales which they will govern will be subject to the provisions of French law, with the exception of the Vienna Convention of 1980 on the International Sale of Goods.