1. SCOPE
These general terms and conditions of sale ("GTC") apply to all products, accessories, or services ("Products") sold by the seller or its authorized representatives ("Seller") to the customer ("Customer"). The GTC, together with the specific terms listed in the Seller’s order acknowledgment (“Order Acknowledgment”) and any other documents referenced therein, constitute the entire agreement between the Customer and the Seller. They cancel and supersede all conflicting terms previously submitted by the Customer, as well as any oral and/or written communications between the parties not expressly incorporated into this agreement. Commitments made between the Seller and third parties shall only be valid if expressly confirmed in writing by the Seller. Unless otherwise agreed, all documents, catalogs, and quotations provided by the Seller are for informational purposes only. Any offer made by the Seller that is not confirmed by an Order Acknowledgment shall not be binding. Any amendment to these terms must be agreed upon in writing by the Seller. The Client’s signature or absence of written objection within three (3) days following receipt of the Order Acknowledgment shall constitute full acceptance of the GTC. Failure by the Seller to exercise any right under these GTC shall not constitute a waiver of that right. In the case of a sale via an online marketplace, the Order Acknowledgment shall include all the elements of the order accepted by the Seller. If any provision of these GTC is held to be invalid, unenforceable, or illegal, the validity of the remaining provisions shall not be affected.
2. PRICES – PAYMENT TERMS
All prices are based on Products measured and weighed net of tare at the place of shipment. Unless expressly stated otherwise in the Order Acknowledgment, prices are net. All applicable taxes, transportation, insurance, shipping, storage, handling charges, demurrage, and other similar costs are the sole responsibility of the Customer. Any increase in such costs after the date of the Order Acknowledgment shall be borne by the Customer. Payment shall be made net, without deduction, within thirty (30) days of Delivery. If the Customer becomes subject to insolvency or liquidation proceedings, payment terms shall no longer apply, and payment will be due in cash, either prior to shipment or prior to manufacturing of the Products. No discount will be granted for early payment. Any failure to pay on time shall automatically trigger, without prior notice, a penalty based on the legal interest rate multiplied by three (3), plus a fixed recovery indemnity of €40, without prejudice to any other rights of the Seller. In case of late payment or failure to meet any obligation, or if the Seller doubts the Customer’s solvency and the Customer does not provide prepayment or financial guarantees, the Seller may terminate or suspend execution of the contract; additionally, all other amounts due shall become immediately payable, even those not yet due, without formal notice. The Seller may allocate any payment received to the oldest unpaid invoices, including interest and associated costs, in the following order: costs, interest, then invoice principal. Under no circumstances may the Customer withhold payment or offset any amounts claimed against sums owed to the Seller, even in the event of a dispute. In the case of late payment, the Customer may not dispose of the Products (e.g., resell or transform them).
3. TRANSFER OF RISK – DELIVERY – SHIPPING – VAT
3.1 Unless otherwise stated in writing, risk transfers to the Customer at the Seller’s premises, before loading. When Incoterms are used, risk transfers in accordance with the applicable Incoterm, as per the latest version issued by the ICC (“Transfer of Risk” or “Delivery”). If the Customer fails to take delivery, the Seller may store the Products at the Customer’s expense and risk, and, upon notification of availability, invoice them as delivered. Storage charges will be calculated based on: (1) the area occupied by the Products in the Seller’s premises; (2) the storage duration; and (3) associated handling, insurance, and surveillance costs. Indicatively, storage costs shall not be less than 1% of the net value of the stored goods per week started. Any week started is fully due. The Products shall not be released or made available to the Customer until full payment of the invoiced storage fees. These fees are in addition to all other amounts due under the order and do not limit the Seller’s right to claim further damages or dispose of the Products after a reasonable period.
3.2 Unless otherwise stated in the Order Acknowledgment, the Products are sold DDP (Delivered Duty Paid) at destination, and the Seller reserves the right to choose the transportation route, means, and logistics providers. The Customer must provide all necessary information in a timely manner to enable shipment, including: (a) marking and shipping instructions, (b) import certificates, permits, and other required documents, and (c) confirmation of issuance or opening of a letter of credit if applicable. If any of the above is missing or may, in the Seller’s sole judgment, result in delays or additional costs, the Seller may delay shipment or terminate the contract.
3.3 Unless otherwise expressly agreed in writing, delivery delays shall not entitle the Customer to any compensation. Delays may only entitle the Customer to cancel Products not yet in production, and only after a grace period and written notice of default. Except as provided in Article 5, time-sensitive deliveries shall only give rise to compensation if, upon contract formation, the Seller was expressly informed in writing of potential losses due to delay, including a detailed damage estimate. In any case, production delays entitle the Seller to deliver partially. Products are deemed delivered if weight deviations do not exceed ±10%.
3.4 If the Products are VAT-exempt due to their intra-community or export destination, and the Customer assumes all or part of the transport (under EXW, FOB, FCA terms, etc.), the Seller will only apply the exemption if the Customer provides valid transport documents (e.g., CMR, bill of lading, export declaration).
4. COMPLIANCE – INSPECTION
Deliveries are subject to standard dimensional and weight tolerances. Upon delivery, the Customer shall inspect the Products for quantity, weight, dimensions, and any visible damage or defects. Products are deemed accepted if no written complaint is made within three (3) days after delivery and before any transformation. No claim will be accepted for defects that a reasonable inspection would have revealed if such inspection was not performed.
5. LIABILITY – CLAIMS
The Seller guarantees that the Products conform to the specifications listed in the Order Acknowledgment. The Customer shall provide all necessary information (a) to define these specifications and (b) regarding transformation and/or end use. The Seller’s obligation is fulfilled if the Products meet the specifications at Delivery. Any technical advice from the Seller, oral or written, is given in good faith but without warranty. The Customer is solely responsible for verifying Product suitability for its intended use. The Customer bears full responsibility for use and transformation. Claims for latent defects must be made by registered mail as soon as discovered, and no later than six (6) months after Delivery, provided the Products have not yet been transformed. In all cases, the Customer must (i) mitigate any loss, and (ii) continue paying all invoices when due. If Products are confirmed defective, the Seller will, at its option: (i) replace or refund them; or (ii) reduce the price or terminate the contract if not yet paid. The Seller disclaims liability for transformation losses, production losses, business interruptions, or any direct/indirect consequential damages. The Seller shall only be liable for damages caused by gross negligence or willful misconduct, which the Customer must prove. The Seller’s liability is capped at 100% of the invoiced value of defective Products.
6. RETENTION OF TITLE
The delivered Products remain the property of the Seller until full payment has been made by the Client as described above.
a) In the event of transformation, incorporation, and/or integration of the Products with other products belonging to the Client, the Seller becomes the sole owner of the resulting products. If the transformation, incorporation, and/or integration involves other products belonging to other suppliers of the Client, the Seller acquires a co-ownership right with the other suppliers based on the total value of the resulting products. In this case, the Seller’s ownership share is calculated based on the invoiced value of the Products relative to the total invoiced value of all products used in the manufacture of the new products.
b) The Client is exclusively authorized to resell the Products in the ordinary course of its business, provided it has fulfilled all its contractual obligations and retains ownership of said Products upon resale. Under this clause, the use of the Products to perform service, works, or other contracts of any nature shall be considered as resale.
c) The Client’s claims arising from the resale of the Products are automatically assigned to the Seller as a guarantee. The Client is authorized to collect the receivables resulting from the resale, unless the Seller revokes the direct debit authorization due to doubts regarding the Client’s solvency and/or financial credibility, or if the Client is in arrears with its payments. If the Seller withdraws the direct debit authorization, the Client shall (i) immediately inform its customers of the assignment of receivables to the Seller and that the Seller is the owner of the Products, and (ii) provide the Seller with all necessary information and documents to establish the Seller’s rights against third parties. The Client must immediately inform the Seller of any seizure or other action by third parties involving the Products. If the total value of the guarantees granted to the Seller exceeds the Client’s total invoiced contractual debt by more than 20%, the Seller is obliged, at the Client’s request, to release the excess guarantees, at the Seller’s discretion.
d) The Client is solely responsible for and shall bear all risks and costs associated with the unloading, proper handling, and appropriate storage of the Products and/or new products as described in paragraph a). Furthermore, the Client undertakes (i) to take out, at its own expense, an all-risk insurance policy covering damage and/or theft of all or part of the Products and/or new products, and (ii) to provide the Seller, upon request, with a certificate of said insurance and proof of payment of the corresponding premiums.
7. FORCE MAJEURE
Production, shipment, and delivery are subject to delays caused by force majeure events, including but not limited to war, strikes, labor disputes, riots, accidents, fire, floods, natural disasters, transport delays, material shortages, equipment breakdowns, laws, regulations, or any cause beyond the Seller’s control. The Seller shall be granted reasonable additional time to perform and may allocate production among its clients. This clause applies reciprocally to the Customer. Any force majeure event must be notified to the other party within three (3) business days of its occurrence.
8. LANGUAGE – JURISDICTION – GOVERNING LAW
These GTC exist in both English and French. A copy may be obtained from the Seller upon request. The courts of the Seller’s registered office shall have exclusive jurisdiction over any dispute relating to the interpretation or enforcement of these GTC. The applicable law is that of the Seller’s registered office.
