Terms of Sales
Article 1 – Generality
These terms and conditions constitute, in accordance with Article L.441-6 of the Code of Commerce, the sole basis of the commercial relationship between the parties. They comply with the rules of contract law and competition law. They complement the common will of the parties for all points where it has not been clearly expressed.
These general terms and conditions apply to the contractual relationship between “the Supplier” and the Customer company hereinafter referred to as “the Customer”. They are governed by the law of the company contract and, where applicable, by the law of the subcontract, when they apply to the manufacture of a product on the basis of specifications or to a service.
Any order of products implies the unconditional acceptance by the Customer and his full and whole adhesion to the present general conditions which prevail over any other document of the buyer, and in particular on all general conditions of purchase, except express agreement of the Supplier. .
Any derogation from these terms and conditions must be expressly accepted in writing by the supplier.
For the purposes of these general conditions, “written” means any document drawn up in paper form, electronically or by fax.
These general terms and conditions apply to all contracts, orders and orders placed under an “open order”.
Article 2 – Scope of the contract
Are an integral part of the contract:
- These general conditions,
- The special conditions accepted by both parties
- The order accepted by any means, including acknowledgment of receipt or order confirmation
- Supplier’s documents completing these general conditions,
- Studies, specifications and technical documents communicated (specifications …) before the formation of the main contract and accepted by the parties
- The delivery note
- The bill
Not part of the contract: documents, catalogs, advertisements, prices not mentioned specifically in the special conditions.
Article 3 – Ordering method
Any order expressly accepted by the supplier, closed or open, will be considered as acceptance of the Supplier’s offer.
3.1 Closed order
Without prejudice to the conditions defined by article 1174 of the Civil Code, the open order must meet the conditions mentioned below:
- It is limited in time by the agreed period;
- It defines the characteristics and the price of the product;
- At the time of the conclusion of the open order, minimum and maximum quantities and deadlines are provided;
- The timing of delivery orders defines in precise quantities and deadlines that fall within the range of the open order.
If any corrections made by the Customer to estimated estimates of the overall open order or delivery order schedule deviate by more than 20% in more or less from the amount of said estimates, the Supplier shall assess the consequences of these variations. .
In the event of an upward or downward variation, the parties will have to consult together to find a solution to the consequences of this difference, which may modify the balance of the contract to the detriment of the Supplier.
In the event of an upward variation, the Supplier will do its utmost to meet the Customer’s request in quantities and times compatible with its capacities (production, transport, subcontracting, human, financial, etc.).
3.3 Change of orders
Any modification of the contract requested by the Customer is subject to the express acceptance of the Supplier.
3.4 Cancellation of order
The order expresses the Customer’s consent irrevocably; it can not cancel it, unless the Supplier has expressly agreed in advance. In this case, the Customer shall indemnify the Supplier for all costs incurred (including specific equipment, study costs, labor and supply costs) and for any direct or indirect consequences arising therefrom. In addition, the deposit already paid will be retained by the Supplier.
Article 4 – Intellectual property and confidentiality
4.1 Intellectual property and know-how of documents and products
All intellectual property rights, as well as the know-how incorporated in the documents transmitted, the delivered products and the realized services remain the exclusive property of the Supplier.
Any assignment of intellectual property rights or know-how must be the subject of a new contract with the supplier.
The Supplier reserves the right to use its know-how and the results of its own research and development work.
4.2 Confidentiality clause
- The parties mutually agree to a general obligation of confidentiality concerning any oral or written information, whatever it is and whatever the support (reports of discussion, exchanges of computerized data, activities, installations, projects, knowledge – to make, products, etc.) exchanged as part of the preparation and execution of the contract except information which is generally known to the public or which will become so other than through the fault or the fact of the other parties .
Accordingly, the parties undertake to:
Keep strictly confidential all confidential information, including never to disclose or communicate, in any way whatsoever, directly or indirectly, all or part of the confidential information, to anyone, without the prior written permission of the other party;
- Do not use all or part of the confidential information for purposes or for an activity other than the performance of the contract
Do not copy or imitate all or part of the confidential information for purposes other than the performance of the contract.
The parties undertake to take all necessary measures to ensure compliance with this obligation of confidentiality, throughout the duration of the contract and even after its expiry, and make every effort to comply with this obligation by all their employees.
This obligation is an obligation of result.
Article 5 – Delivery, transportation, verification and receipt of products
5.1 Delivery delay
Delivery times run from the latest of the following dates:
Date of the acknowledgment of receipt of the order;
Date of receipt of all products, materials, materials, equipment, details of execution due by the Customer;
Date of fulfillment of the prior contractual or legal obligations owed by the Customer.
The agreed period is an important element that must be specified in the contract as well as its nature (deadline for making available, deadline for submission for acceptance, delivery time, legal acceptance period, etc.). The stipulated deadlines are however only indicative and may be challenged in the event of circumstances beyond the control of the Supplier.
5.2 Terms of delivery
The risks are transferred accordingly to the Customer upon delivery without prejudice to the Supplier’s right to invoke the benefit of the retention of title clause or to make use of its right of retention.
Delivery is carried out:
- By notice of availability;
- Or, if the contract so provides, by delivery to a third party or to a carrier designated by the Customer;
- Or, if the contract so provides, by delivery to the Customer’s factories or warehouses.
5.3 Transport, customs, insurance
In accordance with Article L.133-3 of the French Commercial Code, it is the Customer’s responsibility to make reservations to the carrier within three (3) days of receipt of the products, by registered letter with acknowledgment of receipt. The mention “subject to unpacking” has no value vis-à-vis the carrier and can not be admitted as a reserve.
In case of shipment by the Supplier, the shipment is made freight collect, at the lowest rates, unless express request of the Customer, in which case the additional costs of transport are passed on to the Customer.
5.4 Product Verification
Upon receipt on his site, the Customer must at his expense and under his responsibility verify or have the conformity of the deliveries verified under the terms of the contract.
The Customer is required to perform the legal acceptance of products by which it recognizes the conformity to the contract. Reception is recognition of the absence of apparent defects.
Article 6 – Case of unforeseen and force majeure
In the event of the occurrence of an event external to the will of the parties compromising the balance of the contract to the point of prejudicing, to the Supplier, the performance of its obligations, the parties agree to negotiate in good faith the modification of the contract.
In particular, the following events are considered: change in the price of raw materials, modification of customs duties, changes in the exchange rate, changes in legislation, changes in the financial position of the Customer. In the absence of agreement between the parties within a reasonable time taking into account economic issues, the Supplier shall be entitled to terminate the contract by giving one month’s notice.
6.2 Force majeure
None of the parties to this contract shall be held liable for delay or failure to perform any of its obligations under the contract if such delay or failure is the direct or indirect effect of a case force majeure understood in a broader sense than French case law such as:
- Occurrence of a natural cataclysm;
- Earthquake, storm, fire, flood, etc. ;
Armed conflict, war, conflict, attacks;Labor dispute, total or partial strike at Supplier or Customer;
- Labor dispute, total or partial strike among suppliers, service providers, carriers, posts, utilities, etc. ;
- Imperative injunction of public authorities (import ban, embargo);
- Operating accidents, machine breakdown, explosion.
If the duration of the impediment exceeds ten (10) business days, the parties shall focus within five (5) business days after the expiration of the ten (10) business day period to review in good faith whether the contract continue or stop.
The prices are established in Euros, excluding taxes “ex works”, except special provisions provided for in the contract.
The price corresponds exclusively to the products and services specified in the offer.
Article 8 – Quantities delivered
From a quantitative point of view, the number of products indicated on the contract makes rule. However, a certain tolerance is allowed on the number of products executed, delivered and invoiced, which must be agreed between the Supplier and the Client during the negotiation of the contract. In the absence of prior agreement, the generally accepted tolerance is + 10 to (- 5%) of the number of products mentioned in the contract.
Article 9 – Payment
9.1 Payment deadlines
Payments take place, unless expressly agreed otherwise, on the 30th day following the delivery date. Any clause or request tending to fix or to obtain a delay of payment over this period of thirty days, and except objective reason, motivated by the Customer, can be regarded as abusive within the meaning of the article L 442-6-7 ° of the Code of Commerce. Payment is considered to have been made once the amount is credited to the creditor’s bank account.
Contractually agreed payment dates can not be unilaterally challenged by the Client under any pretext whatsoever, including in the event of litigation. Advance payments are made without discount unless special agreement. In the case of a payment by draft, it must be returned with acceptance within fifteen days of sending.
9.2 Late payment
Any late payment will result in the application of a late interest rate equal to the most recent refinancing rate of the European Central Bank plus ten points.
In this case, the rate applicable during the first half of the year concerned is the rate in effect on 1 January of the year in question. For the second half of the year concerned, it is the rate in effect on July 1 of the year in question. Late payment penalties are due without the need for a reminder.
Any professional in a situation of late payment is automatically debtor, in respect of the creditor, a fixed compensation for recovery costs, the amount of which is set at 40 euros. When the collection costs incurred exceed the amount of this lump sum compensation, the creditor may request additional compensation, upon justification. However, the creditor may not invoke the benefit of these indemnities when the opening of a procedure for safeguarding, reorganization or liquidation prohibits the payment at maturity of the claim due to him.
Any delay in the payment of a due date will, if it seems to the Supplier, lead to the forfeiture of the contractual term, all amounts due becoming immediately due.
The fact that the Supplier has recourse to one or both of these provisions does not deprive it of the option to implement the retention of title clause stipulated in Article 9.6.
9.3 Changing the client’s situation
In the event of a deterioration in the customer’s situation, which is established by a financial institution and is proven by a significant delay in payment or a delay in the return of the bills or when the financial situation differs significantly from the data made available, the delivery will only take place in return for immediate payment.
In case of late payment, the Supplier has a right of retention on the related products or supplies.
In the event of sale, assignment, pledging or contribution of its business, or a significant part of its assets or equipment by the Customer, the Supplier reserves the right and without notice :
- To declare the lapse of the term and consequently the immediate payment of sums still due for any reason whatsoever;
- To suspend any expedition;
- To note on the one hand the termination of all the contracts in costs and to practice on the other hand the retention of the down payments collected, of the products / goods held, until fixing of the possible indemnity.
9.4 Compensation of payments
In accordance with Article L.442-6-8 ° of the French Commercial Code, the Customer is prohibited from any illegal practice of debiting or having ex officio, to invoice the Supplier for any sum not expressly recognized. by the latter in respect of his responsibility.
Any automatic debit will constitute an outstanding payment and will give rise to the application of the provisions of Article 109.2 regarding late payment.
The parties, however, reserve the right to resort to legal or contractual compensation of claims.
When the contract concluded is part of a chain of business contract within the meaning of Law No. 75-1334 of December 31, 1975, the Customer has the legal obligation to have the Supplier accepted by his own client. It is also obliged to accept the terms of payment of the Supplier by the latter. If the client is not the End Customer, the Client undertakes to require compliance with the formalities of the 1975 Act. In accordance with Article 3 of the 1975 Act, the absence of presentation or approval makes it impossible for the Customer to invoke the contract against the Supplier. This impossibility is aimed in particular at mis en cause for any lack of conformity with the specifications. However, in accordance with this article, the Client remains bound to the subcontractor to perform his contractual obligations. In addition, the Customer must, if he is aware of the existence of a subcontractor, put in default the contractor to respect the obligations resulting from the law. Failing that, he is liable under Article 14-1 of the 1975 Act.
Under these terms and conditions, the 1975 law is considered international law applicable through the Client to foreign end customers.
9.6 Retention of title
The Supplier retains full ownership of the goods covered by the contract until the actual payment of the full price in principal and accessories. Failure to pay any of the due dates may result in the claim of such property. Nevertheless, from the date of delivery, the Customer assumes the responsibility of the damage that these goods could undergo or cause.
The delivered Products benefit from a contractual guarantee specific to each Product, of a duration which can not be greater than the expiry date indicated on the said Product, covering the nonconformity of the products to the order and any hidden defect affecting the products.
Products delivered and rendering them unfit for use.
The guarantee forms an inseparable whole with the Product sold by the Supplier.
Given the nature of the Products sold, the Supplier’s liability, in the event of recognized and established errors, shall in no case, and in particular in matters of authenticity, varietal purity, specific purity, germination, of compliance with declared strengths and tolerances, exceed the total amount of the supply of the delivered item including the justified costs relating to the return of the goods.
Any guarantee is excluded in case of misuse or negligence on the part of the Customer, as in case of force majeure. It is also forbidden for the Customer to graduate, calibrate, coat or treat in any way, the seeds delivered. In order to assert his rights, the Customer shall, under pain of forfeiture of any action relating thereto, inform the Supplier, in writing, of the existence of the defects within a maximum period of three (3) days from their date. discovery.
The Supplier will replace the Products under warranty deemed defective. The replacement of the Products will not have the effect of extending the duration of the above warranty. The guarantee can not intervene in case of deterioration or accident resulting from shock, fall, negligence or in case of transformation of the Product.By application of the provisions of article 1245-14 of the Civil Code, the Supplier’s liability can not be incurred on the basis of the provisions of articles 1245 and following of the Civil Code, for damage to the Customer’s professional property.
Article 11 – Termination
In the event of a serious breach by one of the parties to one of its contractual obligations, the termination of the contract will be automatically incurred thirty (30) days after a formal notice has remained ineffective.
Article 12 – Attribution of jurisdiction – applicable lawThe parties undertake to attempt to settle their differences amicably before submitting to the competent court. In the absence of an amicable agreement, it is expressly agreed that any dispute relating to the contract will be the exclusive jurisdiction of the Tribunal in whose jurisdiction the Supplier’s domicile is located, even in the case of an appeal and a plurality of defendants.
The applicable law is French law.