1.1.- These General Terms and Conditions of Sale (hereafter the â€śGeneral Terms and Conditionsâ€ť) aim to define the terms under which Ciscar (hereafter the â€śSupplierâ€ť), a SociĂ©tĂ© Anonyme [French public limited company] with share capital of â‚¬375,200, the registered office of which is at 77-81 ter, rue Marcel Dassault, Boulogne Billancourt (9210) entered on the Trade & Companies Register of Nanterre under the number 327 643 797, provides the equipment (hereafter the â€śProductsâ€ť) to professional customers (hereafter the â€śCustomer") and, the associated services.
1.2.- The Customer is presumed to be aware of and to have accepted these General Terms and Conditions no later than upon the signature of the purchase order. Any order for Products implies the unconditional acceptance of these General Terms and Conditions.
Any stipulations to the contrary that may be enforced by the Customer, in particular in the context of conditions of purchase, shall not prevail over these General Terms and Conditions of Sale unless prior written acceptance is given by the Supplier. These General Terms and Conditions of Sale may be supplemented by Special Terms and Conditions of Sale granted by the Supplier in the context of its sales policy.
1.3.- If one of the clauses contained herein is deemed unwritten or null, the validity of the other clauses shall not be affected.
1.4.- In the event that one of the parties does not exercise a contractual prerogative or does not require the other party to perform any of the obligations contained herein, in no event may this may be interpreted as a waiving of a right to exercise said prerogative.
2.1.- Any order relating to an offer or quote from the Supplier must be placed in writing. The validity period for a quote issued by the Supplier is seven (7) days from the date of issue.
2.2.- Any order relating to an offer or a quote from the Supplier shall only be definitively accepted by the Supplier when confirmed in writing by fax or email.
All services provided shall be subject to final approval before printing (hereafter â€śBATâ€ťâ€”Bon Ă tirer) The Customerâ€™s acceptance of a BAT must be formalised on the BAT by the expression "bon pour accord" (approved) followed by the date, and the Customerâ€™s stamp and signature, which must be sent to the Supplier by fax or email.
2.3.- The Supplier reserves the right to refuse or to apply special terms and conditions to an order (i) regarding a quantity, a composition or packaging that differs from the Supplierâ€™s standard orders, (ii) for which the terms and/or conditions may be considered as unusual, (iii) for which the value is less than or equal to â‚¬50 ex. Tax, or (iv) placed by a Customer that has not paid an invoice by the payment deadline.
3.1.- Delivery lead-times shall be provided on request depending on the type and the number of Products ordered.
3.2.- Products are in any event transported at the Customerâ€™s risk. Shipping is at the Customerâ€™s expense, unless otherwise agreed.
3.3.- It is expressly agreed that in the event of delivery to a foreign country, the Customer is solely responsible for obtaining import/export authorisation from the competent authorities.
3.4.-Â It is also recalled that Force Majeure or fortuitous events shall release the Supplier from any delivery undertaking without any compensation due to the Customer. The following events in particular are considered to represent such a situation:
The existence of an event of Force Majeure may in no event release the Customer from its obligation to pay the Supplier the price of any Products that have already been delivered by the latter.
3.5.- Upon delivery, the Customer checks that the delivered Products are consistent with the content of the order in question and that there are no clear defects.
In the event of any missing items and losses during transport, the Customer must issue full, explicit and detailed reservations on the delivery slip that is retained by the transporter with a reference to the date, the time and the Customer's signature, or serve notice of any complaint in a detailed manner by registered letter with acknowledgement of receipt within three (3) days of the receipt of the Product, not including bank holidays: (French Commercial Code, art. 133-3) and send a copy of the notice to inform the Supplier.
In the event of any non-compliance or clear defects, the Customer must immediately inform the Supplier by email and confirm such by registered letter with acknowledgement of receipt within no more than ten (10) days from receipt of the Products. The Customer must provide any evidence regarding the anomalies observed and take any measures in order to allow the Supplier to confirm and correct them where appropriate. Failing which, the Customer is presumed to have definitively accepted the Products, in such a manner that the Supplier shall incur no liability with regard to the non-compliances or clear defects affecting the Products.
3.6.- In the event of the delivery of chemical products, it is the Customer's responsibility to take the usual precautions for their handling and storage. The containers used by the Supplier comply with the regulations in force in France.
4.1.- It is expressly agreed that the Products delivered do not become the property of the Customer until after full payment of the amounts due (principal and accessories), in the form of the actual and definitive collection of such payment by the Supplier.
4.2.- The transfer of risks shall occur when the Products are handed over to the transporter or when the Products are collected by the Customer. From the moment of the transfer of risks, the Customer must accept responsibility for any loss, theft or deterioration or any damage that may occur.
4.3.-The Customer must take out a comprehensive insurance policy on behalf of the seller covering the Products that it shall keep in force from when the Products are collected by the transporter until the transfer of title, and provide proof of the policy at the Supplier's request. It is then the Customer's responsibility to ensure perfect conditions for the warehousing, carrying, handling and storage of the Products. The Customer must ensure that the Products are protected against unprotected handling, impacts and scratches. The Supplier shall be released of its guarantee obligation in the event that the origin of the defect in the products is the result of any poor conditions for the warehousing, carrying, handling and storage for which the Customer is responsible.
4.4.- Where appropriate, the Customer shall apply identification marks to the Products up until the transfer of title. Failing which, in shall be assumed that no payment has been received for said Products. The Supplier may check compliance with these obligations by any means of its choice.
4.5.- The Customer shall refrain from modifying, transforming or altering the Products or using them as a pledge or transferring ownership over them under the terms of a guarantee. It shall be bound to oppose by any legal means any claims by a third-party over the Products, in particular by seizing, forfeiture or any equivalent procedure. It must immediately inform the Supplier in such an event.
4.6.- If full payment is not received, for whatever reason, even in the event of collective proceedings, the Supplier may have the Products returned at the Customer's expense, in their original packaging and in perfect condition. The Customer undertakes to return the Products at first request.
In the event that part of the price has been paid, this part of the price shall remain acquired by the Supplier, notwithstanding the return of the Products by virtue of the transfer of title clause, as flat rate compensation for the prejudice that the Customer's breach of contract shall have caused. In any other event, the return of the Products for a failure to pay the sales price shall result in the payment by the Customer of flat rate compensation of 30% of the sales price, as compensation for the prejudice for the Customer's breach of contract.
The Customer must also pay the value of the Products in the event of any deterioration or disappearance, and in particular in the event of theft.
5.1.- The returning of any Products must be subject to prior written agreement between the Supplier and the Customer. It is expressly indicated that any request to return Products shall only be acceptable on the condition (i) that proof of purchase is provided to the Supplier, (ii) that the sales price is paid in full, and (iii) that the Products in question are returned in their packaging and in their original condition.
5.2.- If the Supplier gives their prior written agreement, the Products are returned at the Customer's expense to the place indicated by the Supplier. Products that the Supplier accepts may be returned may give rise to a credit note with a minimum reduction of 10% of the net sales price invoiced after an expertise taking into account in particular the condition of the Products, their age and/or the condition of their packaging.
6.1.- The sales price for the Products is set in relation to the prices applied by the Supplier on the date on which the order is confirmed. They are issued in euros (â‚¬) and are excluding taxes.
6.2.- Unless otherwise expressly agreed in writing by the parties in advance, invoices are paid by bank transfer or by cheque. The first order must be accompanied by bank account details. Depending on the size of the order, the Supplier may request an advance payment when the order is placed.
6.3.- The Customer must pay each invoice sent by the Supplier within thirty (30) days of the date of issue, unless otherwise expressly agreed in writing by the parties in advance, within the maximum legal lead-times. Payments are deemed to have been made when the amounts on the invoices are definitively credited to the Supplier's bank account. The Customer is expressly prohibited from applying any reductions and/or compensation, without prior written authorisation from the Supplier.
6.4.- No reduction shall be granted for payment before the due date on the invoice.
6.5.- Any failure to pay or late payment after the agreed due date, shall automatically and without warning entail:
Â Even in the event of a dispute regarding the wording or content, any invoice, which may where applicable be paid at a later date, must be paid on its due date. Any recovery of receivables through a legal dispute shall give rise to flat rate compensation of 15% of the value of the disputed amount.
6.6.- In the event of any failure to pay or late payment after the agreed due date, the Supplier may also:
7.1.- Pursuant to the legal provisions, the Products are warranted against any non-compliances, and clear and hidden manufacturing defects.
7.2.- The Customer undertakes to carry out all checks of the compliance, quality and usual verifications upon receipt of the Products under the conditions of article 3.
7.3.- The Customer benefits from a contractual warranty, the conditions of which are indicated by the Supplier on simple request.
7.4.- The Supplier's liability is expressly limited to repairing any damage resulting directly and exclusively from a breach by the Supplier, which may not exceed, all causes combined, the price of the supplies excluding taxes paid by the Customer for the Supplier's Products that are the cause of the prejudice.
7.5.- The Supplier excludes any warranty and shall incur no liability in the event of:
Furthermore, the Supplier excludes any warranty in the event that the Customer is a professional with the same speciality.
8.1.- Any sale of Products under the terms of financial leasing with or without an option to purchase shall be governed by these General Terms and Conditions of Sale. As a result of which, (i) no conditions of purchase may prevail over these General Terms and Conditions of Sale or supplement them without express prior written agreement from the Supplier and (ii) the Supplier shall not be bound by any document unless it has been submitted prior to the sale of the Products and has been accepted by the Supplier in writing.
8.2.- Any cancellation of the sales contract for the Products due to the cancellation of the financial leasing agreement shall simultaneously give rise to:
- the returning of the Products at the Customer's risk and expense within 8 days of the cancellation of the sales contract;
- the payment of compensation for the prejudice suffered by the Supplier due to the depreciation of the Products from their date of delivery, as assessed by an expertise carried out at the Customer's expense;
- the payment of flat rate compensation of 20% of the sales price of the Products.
Relations between the parties as a result of these General Terms and Conditions of Sale or the consequences thereof shall be governed exclusively under French law.
By express agreement between the parties, only the jurisdictions applicable to the Supplier's registered office shall be competent in the event of any dispute of any kind, opposition, interpretation issues, or the performance or termination of commercial relations between the parties as a result of these General Terms and Conditions of Sale or the consequences thereof, even in the event of a referral, incidental claim, introduction of third parties or multiple respondents.