GENERAL TERMS AND CONDITIONS OF SALE − PRODUCTS
ARTICLE 1. Scope of application
These General Terms and Conditions of Sale constitute, in accordance with Article L 441-6 of the Commercial Code, the sole basis of the commercial relationship between the parties.
Their purpose is to set out the terms and conditions under which FORCE-A shall provide the following products to professional purchasers (“the Purchasers or the Purchaser”) who so request, via the Supplier’s website, by direct contact or via hardcopy: DUALEX® and MULTIPLEX® (“The Products or the Product”).
They apply without restriction or reservation to all sales made by FORCE-A to Purchasers of the same category, regardless of any terms that may appear on the Purchaser’s documentation, including the Purchaser’s own general terms and conditions of purchase.
In accordance with the legislation in force, these General Terms and Conditions of Sale are systematically provided to any Purchaser so requesting them in order for him to place an order with the Supplier.
They are also provided to any distributor prior to the signing of a single agreement as provided for by Article L 441-7 of the Commercial Code, within the statutory time limits.
Every order for the Products implies, on the part of the Purchaser, acceptance of these General Terms and Conditions of Sale and the general terms and conditions of use of the Supplier’s website for electronic orders.
The information appearing in the Supplier’s catalogues, prospectuses and price lists is provided for guidance and may be amended at any time. FORCE-A reserves the right to make any changes to these that it deems to be appropriate.
They shall remain in force until 31 December 2016.
These General Terms and Conditions of Sale are provided without delay to any Purchaser who so requests.
Additionally, FORCE-A may need to establish category-based General Terms and Conditions of Sale, overriding these General Terms and Conditions of Sale, by reference to the type of customer concerned, determined using objective criteria. In this event, the category-based General Terms and Conditions of Sale shall apply to all operators fulfilling those criteria.
ARTICLE 2. Orders − Prices
2.1. Sales are only binding after express acceptance in writing of the customer’s order by FORCE-A, which shall ensure the availability of the products requested, evidenced by the method of confirmation of the customer’s order.
Orders must be confirmed in writing by means of a purchase order duly signed by the Purchaser.
Products are supplied at the prices specified in FORCE-A’s price list and, where applicable, in the sales proposal issued to the Purchaser. These prices are firm and non-adjustable during their period of validity as indicated in the said price lists.
2.2. In the event of cancellation of an order by the Purchaser after its acceptance by FORCE-A and less than 15 days prior to the scheduled date of delivery of the Products ordered, for any reason whatsoever other than force majeure, the deposit paid at the time of order, as defined in the Article “Deliveries” in these General Terms and Conditions of Sale shall be forfeit as of right to FORCE-A and shall not give entitlement to any reimbursement.
2.3. Products are supplied at FORCE-A’s prices in force as at the date of placing of the order and, where applicable, in the specific sales proposal issued to the Purchaser. These prices are firm and non-adjustable throughout their period of validity as specified by FORCE-A.
These prices are net and ex-VAT, ex-FORCE-A, excluding packaging. They do not include carriage or any customs charges and insurance, which remain the responsibility of the Purchaser.
Special pricing terms may be applied, depending on the specifications requested by the Purchaser concerning, inter alia, delivery arrangements and deadlines, or deadlines and terms of payment. A separate sales offer will then be sent to the Purchaser by FORCE-A.
ARTICLE 3. Terms of payment
A deposit equal to thirty per cent (30%) of the total purchase price of the aforementioned Products is required at the time of placement of the order.
The balance shall be payable in cleared funds on the date of delivery, in accordance with the terms set out in the Article “Deliveries” below.
FORCE-A shall not be bound to proceed with the delivery of the Products ordered by the Purchaser if the latter fails to pay the purchase price under the terms and conditions and in accordance with the procedures set out above.
In the event of any delay in payment of the sums due from the Client beyond the time limit specified above, and after the payment date appearing on the invoice sent to the latter, in accordance with the provisions of Article L 441-6, paragraph 8 of the Commercial Code, penalties for late payment calculated at the European Central Bank (ECB) refinancing rate plus 10 percentage points of the price, inclusive of all taxes, as stated in the said invoice, will be automatically applied as of right in favour of FORCE-A, without any formality or prior formal notice.
Delay in payment will result in all sums due from the Client to FORCE-A becoming due immediately, without prejudice to any other action that FORCE-A is entitled to take against the Purchaser in this regard.
In the event of non-compliance with the above terms and conditions of payment, FORCE-A further reserves the right to suspend or terminate delivery of any orders in progress for the Purchaser.
Finally, a fixed penalty of 40 Euros for recovery charges shall also be due as of right and without prior notice to the Purchaser in the event of any delay in payment. FORCE-A reserves the right to demand payment of additional compensation from the Purchaser if the recovery charges actually incurred exceed this amount, on submission of proof of payment.
Pending full payment of the price by the Purchaser, FORCE-A shall hold retention of title to the products sold, permitting it to retake possession of the said products. Any advance payment made by the Purchaser shall be forfeit to FORCE-A by way of fixed compensation, without prejudice to any other action it is entitled to take against the Purchaser.
However, the risk of loss and damage shall be transferred to the Purchaser immediately on delivery of the products ordered.
The Purchaser shall insure the products ordered, at the Purchaser’s own expense, in favour of FORCE-A, with an ad hoc policy, until full transfer of title, and produce proof of this at the time of delivery. In default, FORCE-A shall be entitled to delay delivery pending the production of such proof.
ARTICLE 4. Discounts
The Purchaser may avail of a discount capped at five per cent (5%) of the total amount of the order in exchange for one of the services listed below:
the making available of contact details of potential purchasers of FORCE-A’s products
the sharing of scientific results from the use of the products purchased from FORCE-A, and the mention of FORCE-A in the Purchaser’s future publications when referring to FORCE-A’s products
The sending of a purchase order within one (1) month of the issue by FORCE-A of the estimate or pro-forma invoice.
ARTICLE 5. Deliveries
Products bought by the Purchaser will be delivered within a maximum of thirty five (35) days with effect from receipt by FORCE-A of the corresponding purchase order duly signed and accompanied by the advance payment due as at that date.
This time limit does not constitute a binding time limit and FORCE-A may not be held liable to the Purchaser in the event of a delay in delivery of up to thirty five (35) days.
In the event of a delay exceeding thirty five (35) days, the Purchaser may demand cancellation of the sale. Advance payments already made will then be refunded by FORCE-A.
FORCE-A may in no circumstances be held liable in the event of delay or suspension of delivery attributable to the Purchaser or in the event of force majeure.
Delivery will take place at Orsay for all of FORCE-A’s premises, by a freight forwarder or carrier, the products being transported at the Purchaser’s risks and perils.
The Purchaser is required to check the visible condition of the Products at the time of delivery. In the absence of any reservations expressly set out in writing and accompanied by the delivery note within seven (7) days of the delivery, the Products delivered by FORCE-A will be deemed compliant with the order in quantity and quality.
The Purchase acknowledges that it is the carrier’s responsibility to effect delivery, FORCE-A being deemed to have fulfilled its obligation to deliver when the products ordered are handed over to the carrier and accepted without reservation.
The Purchaser shall accordingly have no warranty claim against FORCE-A in the event of any defect in delivery of the Products ordered or loss or damage arising in the course of transportation and unloading.
No claim will be accepted in the event of non-compliance with these formalities by the Purchaser.
FORCE-A will, as soon as practicable and its own expense, replace any Products delivered which are duly proven by the Purchaser to be non-compliant.
ARTICLE 6. Transfer of title − Transfer of risks
Transfer of title of the Products to the Purchaser shall only take effect after full payment of the purchase price by the latter, regardless of the date of delivery of the said Products.
Notwithstanding, transfer of the risks of loss and damage of FORCE-A’s products shall take effect immediately on delivery and handover of the said products to the Purchaser.
ARTICLE 7. Liability of the Supplier − Warranty
The contractual warranty applicable to products delivered by FORCE-A is for one (1) year for new products and for six (6) months for second hand products, this period taking effect from the date of delivery. This warranty covers any non-compliance of the products with the order and any hidden defect arising from faulty materials, design or manufacture affecting the products delivered and making them unsuitable for use.
The warranty is integral to the Product sold by FORCE-A. The Product may not be sold or re-sold altered, transformed or modified.
This warranty is limited to replacement or reimbursement for the products that are non-compliant or defective.
No warranty shall apply in the event of incorrect use, negligence or inadequate maintenance on the part of the Purchaser, as well as in the event of normal wear and tear of the Product or force majeure.
In order to preserve the Purchaser’s rights, the Purchaser must, on penalty of forfeiture of any right of action relating thereto, notify FORCE-A, in writing, of the existence of any defects within a maximum of seven (7) days from the time of their discovery.
FORCE-A will replace the Products or parts under warranty judged to be defective, or have them repaired. This warranty also covers the costs of labour.
Replacement of the defective Products or parts shall not have the effect of extending the warranty period specified above.
The warranty shall not take effect if the Products have been used incorrectly, or have been used in conditions other than those for which they were manufactured, in particular in the event of non-compliance with the conditions specified in the operating instructions.
It shall furthermore not apply in the event of damage or accident arising from impact, dropping, negligence, lack of supervision or maintenance or in the event of modification of the Product.
ARTICLE 8. Intellectual property
FORCE-A holds and retains all industrial and intellectual property rights relating to the Products, photographs and technical documentation, which may not be transferred or used without its written consent.
ARTICLE 9. Contradiction of terms
In the event of any contradiction between the terms of these General Terms and Conditions and those of the Special Agreements or Framework Agreements entered into with a client, the terms of the latter shall prevail.
If it transpires that one or more provisions of these General Terms and Conditions is unlawful or unenforceable for any reason whatsoever, the validity, lawfulness and enforceability of the remaining provisions shall in no manner be affected.
ARTICLE 10. Disputes
ANY DISPUTES ARISING FROM THESE GENERAL TERMS AND CONDITIONS OF SALE AND IN GENERAL FROM THE DOCUMENTATION ESTABLISHED BETWEEN FORCE-A AND THE CLIENT, CONCERNING THEIR VALIDITY, INTERPRETATION, PERFORMANCE, TERMINATION, CONSEQUENCES AND RESULTS THAT ARE UNABLE TO BE RESOLVED AMICABLY BY THE PARTIES WITHIN THIRTY (30) OF NOTIFICATION OF THE DISPUTE BY ONE PARTY TO THE OTHER PARTY, SHALL BE SUBMITTED TO THE COURTS AT EVRY (ESSONNE).
ARTICLE 11. Applicable law − Language of the agreement
By express agreement of the parties, these General Terms and Conditions of Sale and the purchase and sale transactions arising from them are governed by French law. They have been drafted in French. In the event that they are translated into one or more languages, only the French wording shall be valid in the event of dispute.
ARTICLE 12. Acceptance by the Purchaser
These General Terms and Conditions of Sale together with the attached price lists and scales concerning rebates, reductions and discounts, are expressly approved and accepted by the Purchaser, who warrants and declares having full understanding thereof and accordingly shall not assert the validity of any contradictory document, including the Purchaser’s own general terms and conditions of purchase.
Box reserved for the signatures and the date of acceptance of these General Terms and Conditions of Sale.