Systematically sent or handed to each Client, these GTCS represent the sole basis of the commercial negotiation and apply to all sales of products, except in case of special waiver clauses that the Supplier can set. The resellers of the Supplier’s products must make these GTCS enforceable against sub-purchasers with respect to the corresponding provisions.

Any placing of an order implies the Client’s unreserved acceptance of these GTCS. Any different condition opposed by the Client (in particular a stipulation affixed to the order or contained in the general terms and conditions of purchase) shall, in the absence of its prior express written acceptance, be unenforceable against the Supplier, regardless of the time at which it may have been brought to its attention. The fact that the Supplier does not enforce any provision of these GTCS at a given time shall not be deemed as a waiver of this right.

Any sale, even if negotiated by the Supplier’s agents or representatives, shall only be deemed to be accepted by the Supplier if it is confirmed in writing or executed. The Supplier’s price lists, catalogues or other advertising or promotional documents are for information and guidance only; they do not constitute an offer. The Supplier reserves the right to withdraw a product from its range without notice, or to modify its characteristics for reasons related in particular to technical developments or changes in manufacturing or packaging conditions. The Supplier reserves the right to suspend or definitively stop the production of any product.

Orders must be made in writing, duly completed by the Client and must include all the information necessary for their proper execution.

The prices of the products are those in force on the order’s date.
Prices are quoted “ex works”, packaging, transport and insurance costs may be

added. The Client shall also bear the loading risks.
For international sales, the place of delivery of the products, the distribution of costs between the parties as well as the transfer of risks are governed by the INCOTERMS 2020 specified in the order.

Prices are exclusive of VAT and other applicable taxes and are expressed in Euros (€). They are subject to change according to the variations to which the Supplier is subject by the manufacturers.

Tariffs are subject to change without notice. Any creation or modification of one or more taxes or contributions, particularly environmental, is likely to cause the selling price of products to vary proportionally upwards or downwards.

The payment is made by bank transfer. The sums due are payable within 30 days net from the invoice date, without discount. Any payment by the Client is attributed to the oldest invoice.

The above items may be changed in accordance with the Supplier’s written agreement.
A deposit or full payment of products before shipping may be required in some cases.

In case of non-payment on the due date, late payment penalties will apply automatically to the invoice concerned and will correspond to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points. These late payment penalties are payable without the need for a reminder. Interest shall accruefromthedayfollowingthepayment date specified on the invoice until full payment of all sums due to the Supplier. The Client shall pay a flat-rate indemnity of 40 euros per invoice for collection costs, in accordance with Article D.441-5 of the French Commercial Code (indemnity due by operation of law without formality) and shall compensate the Supplier for the additional costs that it will have incurred in order to obtain payment of the sums due.

Moreover, in case of non-payment of an invoice that has fallen due, after formal notice has been given and has remained without effect within 48 hours, the Supplier has the right to suspend any current and/or future deliveries. In the event that a Client places an order without having paid for the previous order(s), the Supplier may refuse to accept the order and to deliver the products concerned without the Client being able to claim any compensation whatsoever, for any reason whatsoever.

By way of derogation from article 1583 of the French Civil Code, the transfer of title on the products is subject to the full payment of the price in principal and accessories.

In the event of non-payment – even partial – at the agreed term, the Supplier may demand the return of the goods or even recover the products, at the Client’s expense, after formal notice by registered letter with acknowledgment of receipt has remained without effect.

Any advance payment that may have been made shall be forfeited as compensation for the loss resulting from the non-performance of the contract, without prejudice to the Supplier’s right to claim a full compensation for damages.

The above provisions do not prevent the transfer to the Client of the risks of loss or deterioration of the products, from their delivery, subject to retention of title as well as the damage that these could cause.

In the event of a bill of exchange, or any title to cover this price, creating an obligation to pay, the transfer of ownership will only take place after collection.

Thus, if the Client is subject to receivership or judicial liquidation, the Supplier has the right to claim, within the framework of collective proceedings, the products sold and remaining unpaid. The Client shall be the depository and custodian of the said products from the delivery date.

In the event of non-payment and unless the Supplier prefers to request full and complete execution of the sale, the Supplier has the righttoconsiderthesaleasresolvedfor fault, after formal notice has remained unsuccessful for 15 days and to claim the products delivered back. The return costs remaining payable by the Client and the payments made being acquired by the Supplier as a penalty.

At the Client’s request, he products shall either be made available at the Supplier’s warehouses or shipped to the address stated on the order.

The packaging and, if necessary, the shipment of the products are made at the Client’s expense.

The delivery term agreed at the order’s registration date is approximate and not guaranteed.

Consequently, any delay in delivery of products may not give right to the Client to claim damages, penalties or cancellation of the order.

The Client shall check the products once they are delivered. If products are missing, damaged or apparently non-compliant, the Client must make all the necessary reservations on the delivery slip upon receipt of said products. These reservations must also be confirmed in writing within three working days of delivery, by registered mail with acknowledgement of receipt. Failing this, the Client is deemed to have accepted the products without reservations. The Client must provide evidence that the stated defects exist, and the Supplier reserves the right to conduct any on-site investigations and verifications, whether directly or through an intermediary. The return of non-compliant goods will be subject to the prior agreement of the Supplier.