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General sales conditions

 

Clause 1 – Application and opposability of the general conditions of sale

The fact of placing an order implies full and unconditional acceptance of these general conditions of sale by the purchaser.

No particular condition shall prevail on the general conditions of sale, except formal and written acceptance of the seller.

Any condition of a contrary nature raised in objection by the purchaser, except in the case of a formal written acceptance of the seller, would be void by the seller whenever the moment he may has been informed of the condition.

Failure or delay by the seller in enforcing or partially enforcing any provision of the general terms and conditions of sale shall not be considered as a waiver of any of his rights under these conditions of sale, at present or in the future.

Clause 2 - Orders

The prices and references of the products, indicated on the sales orders are indicative and are communicated only to inform the buyer without any commitment from the seller.

The seller is not bound by the orders taken by his representatives or employees.

The profit of an order is strictly personal to the purchaser and shall not be transferred without the seller’s agreement.

No order shall be modified or cancelled once a 15 days delay is elapsed since the date written on the sales order.

Then, once the 15 days time limit is exceeded, in case of a request of a partial or a total cancellation, the seller may choose between requiring its execution (delivery, payment…) or considering the sale wrongfully cancelled by the buyer, 8 days after having sent a formal notice of execution that has remained without effect. In the latter case, the customer will be bound to pay by force and law to the seller an amount of 30 % of the total amount that the sale of the cancelled order or part of it would have produced.

Clause 3 - Resale of the delivered goods

The goods delivered by the seller are only eligible for resale through the purchaser in retail trade, and this can only be done in his company-operated stores.

Clause 4 - Delivery

The delivery is carried out by delivering it to a forwarding agent or carrier to the warehouse of the seller.

The seller is allowed to make partial or total deliveries which shall not be refused by the purchaser.

Delivery deadlines and dates are solely for informational purposes, and shall never be attributed to the seller.

The overtaking of delivery deadlines can not constitute grounds for damages or cancellation of the orders in progress.

However, if the product is not delivered in three months after the indicative date of delivery, for any reason except force majeure, the sale may be cancelled upon request of either party; then the purchaser may obtain the reimbursement of his down payment thereby renouncing any and all claims to damages and reparations.

The followings cases are considered as cases of force majeure releasing the seller from his obligation to deliver: war, riot, incident, strikes, accidents, impossibility of the seller to receive supplies.

The seller will inform the customer, at the right time, of the cases and events listed above.

All the goods, regardless of the transport mode (carriage paid, transportation costs covered by the purchaser, cash on delivery, etc…) travel at the risk of the recipient. In the case of shortages or damage to the goods delivered, the purchaser shall be responsible for notifying any reservations to the carrier prior to taking delivery.

These reserves must be confirmed by registered letter with recorded receipt to the carrier which performed the delivery within a maximum of 48 hours following the delivery of the parcels, a copy of these reserves shall be communicated to the seller for information.

Clause 5 - Complaints and returns

Without prejudice measures to be taken towards the carrier, claims for defects or non-compliance of the product delivered with the ordered goods or packing list must be specified with the regulations in force to the seller by certified letter with acknowledgement of delivery within eight days following the reception of these goods.

It is up to the purchaser to provide any justification concerning the real defects or anomalies noted.

In no case, the purchaser shall return the goods for examination without permission of the seller. The return shall be made once the purchaser receives an allowance bill.

In any case, no return will be accepted without prior written agreement of the seller.

If the claim proves to be justified, the goods returned will be subject to an exchange or a credit note at the seller’s choice.

Any product returned without the agreement of the seller will be held at the disposal of the purchaser and will not give rise to any credit note.

Clause 6- Price

When placing orders, the prices are given on an indicative basis and may be modified without any notice.

The applicable price to be invoiced is the price in force at the moment of the delivery.

All prices are quoted net, ex works and exclusive of tax.

Except written agreement of the seller, the shipping costs are at the buyer’s expense.

Clause 7- Payment

Our invoices are payable on SODILOG’s bank accounts in accordance with the terms and conditions written on the front of the purchase order form.

Any overdue will generate the application of penalties in the basis of one and half times the legal interest rate.

The charges related to unpaid drafts and unpaid cheques as well as all the other costs of judicial or extrajudicial recovery of debts will be automatically charged to the buyer.

All these expenses are due upon a simple request of the seller.

In case of non-payment, 48h after a formal demand remained without effects, the sale will be cleared up by rights on request of the seller. In this case, the seller may request summary proceedings, entailing the return of the products, without affecting any other claims for compensation.

Cancellation shall apply not only to the order in question but also to any prior orders that are unpaid, whether or not deliveries have been made or are being delivered, and whether or not payment for them is due, on request of the seller.

If spread payments are made, the failure to pay one rate by the due date makes the outstanding balance of all remaining rates immediately due and payable without prior notice, and allows the seller to stop the deliveries whereby there may be an active contract between the two parts.

If spread payment is made, default in payment of a single term will generate the request to immediately pay off the entire debt without delivery of any formal notice. It also allows the seller to stop delivering the goods despite the existence of any active contract.

The seller reserves the right to demand suitable guaranties, to cancel the order, or to change the payment conditions, in case of a postponement of the payment date, unpaid bills, bad or questionable solvability, or loss of coverage by credit insurance.

Clause 8 - Discount

In case of any discount for cash payment, the amount for deductible VAT shall be reduced of the amount of the VAT concerned by the discount.

The provided discount is 0,60% per full anticipated month.

Clause 9 – Transfer of risks

Risks shall pass to the purchaser once the ordered merchandise leaves the seller’s warehouse, even when carriage is paid by the seller.

Clause 10 – Retention of title

The goods concerned by the present conditions are sold with a clause expressly conditioning the transfer of ownership of these goods to the full payment of the price (principal and accessory).

It is understood that the simple handing-over of a title creating an obligation to pay, draft or other, does not constitute a payment within the meaning of the present clause. The original debt continues to exist with all the guarantees attached (including the retention of title) until the aforementioned commercial paper is actually paid as per the present general conditions of sales.

After forwarding the goods, the dispositions above do not constitute an obstacle to the transfer to the purchaser of the risks of loss or damage of the goods subjected to retention of title as well as the damages the goods could cause. The purchaser shall subscribe an insurance guaranteeing the whole of the risks incurred from the tender of the goods necessary to his business activity, even the risks incurred to the goods the purchaser is not the owner of.

The purchaser agrees to hold his guarantees until the transfer of ownership of the sold goods at his profit.

The purchaser shall notify the seller immediately in the event that a third party garnishee order with retention of title is placed on the goods delivered or in case of any other intervention of a third party, in order to allow the seller to make opposition to it and to protect its rights.

The buyer refrains from himself to pawn or to give up as guarantee the property of the goods.

Finally, the retrieval of claimed goods imposes the obligation on the purchaser to repair the prejudice resulting from cancellation of the sale, any depreciation and, for whatever reason, unavailability of the concerned goods.

The purchaser shall pay an indemnity based on a penalty clause equal to 20% of the purchase price per month of detention of the retrieved goods.

Clause 11 – Litigation and Attribution of competence

In the case of a dispute of any nature, an objection or difficulty relating to the treatment and execution of an order, the

Commercial Court of Colmar in France will have sole jurisdiction, unless the vendor prefers to submit his case to any other competent jurisdiction.

This clause applies even in the case of summary proceedings, incidental claims, or in the event of there being several defenders or the introduction of third parties, regardless of the method and terms of payment, no clauses assigning jurisdiction which may exist in purchasers' documents being able to stand in the way of the application of this clause.

Clause 12 - Copyright infringement and unfair competition

The Seller will take any legal action necessary against the purchaser if the purchaser reproduces in part, or in totality, the goods bought or seen.

 

It is also forbidden to transmit to a third party, in any manner, in whole or in part, information allowing the partial or complete reproduction of the models, products or merchandises released by the seller.

 

In addition, the purchaser shall be obliged to notify immediately the seller if he becomes aware of any act of unfair competition or any deliberate violation of intellectual property rights the vendor legitimately holds, as well as any third-party act of protest, including the infringement of his own intellectual property rights concerning the merchandises sold.

Clause 13 – Promotional material

Any promotional material entrusted to the purchaser should remain the property of the seller and cannot be subject to any relocation or transfer.

It can only be used with the consent of the seller, the latter reserves the right to reclaim it at any time without advance notice and without giving place to any compensation.

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