Terms and conditons
ARTICLE 1 - APPLICATION AND OPPOSABILITY OF THE TERMS AND CONDITIONS OF SALE
The fact of placing an order implies the full and unreserved acceptance of the buyer to these general conditions of sale. No special condition may, except formal and written acceptance of the seller, prevail against these terms and conditions of sale. Any contrary condition opposed by the buyer will be, in the absence of express acceptance, unenforceable against the seller, regardless of when it may have been brought to his attention. The fact that the seller does not prevail at a given moment in any of these general conditions of sale can not be interpreted as a waiver of any of the said conditions at a later date. The signature by the agents, partners, carriers, sellers and intermediaries of the seller of documents on which the general conditions of the buyer would be carried, will not be worth acceptance of these conditions by the seller, whose general conditions of sale will remain applicable without modification .
ARTICLE 2 - ORDERS
The prices and references of the products appearing on the purchase orders or on this website are indicative and communicated for simple information to the customer without any commitment on the part of the seller. The seller is not bound by the orders taken on this website, by his salesmen or by his employees. The prices and references of the products become definitive only after con fi rmation by the seller of the applicable fare indicated on the order form sent by the seller.
ARTICLE 3 - RESALE OF GOODS DELIVERED
The merchandise delivered by the seller may be resold by the buyer only retail, and mainly in the stores that it operates directly.
ARTICLE 4 - DELIVERY
Delivery is made by delivery to a carrier at the seller's premises. The seller is authorized to make deliveries in whole or in part, which can not be refused. Delivery times and dates are only indicative, without ever being able to bind the seller. Exceedances of delivery times can not therefore give rise to damages or the cancellation of orders in progress. If the buyer refuses to take delivery of the goods presented, the seller shall be entitled, without prejudice to other compensation for damages suffered and missed profit, to compensation of EUR 125 per day for storage costs, from the moment the buyer is put in default by the seller to remove the goods. All goods, regardless of their mode of transport (carriage paid, carriage due or against-repayment, etc ...), travel at the risks and perils of the recipient to which it belongs in case of damage or missing to make any necessary finding with the carrier before taking delivery. These reservations must imperatively be con fi rmed with the carrier who has made the delivery within a maximum of 48 hours following receipt of the parcel, with a copy to the seller for information, by registered letter with acknowledgment of receipt. If the contract stipulates that the buyer must remove the goods, the latter must respect the agreed deadlines, failing which the seller reserves the right, not only to claim a storage allowance (see 3) but in addition to canceling the sale. at the expense of the buyer, while retaining the right to damages for loss suffered and bene fi t and without prejudice to his right to require performance of the agreement. The transport document / invoice signed for the view of the buyer will be considered by the seller as acquittal for the final delivery of the goods.
ARTICLE 5 - CLAIMS AND RETURNS
Without prejudice to the arrangements to be made vis-à-vis the carrier, claims of defects or non-conformity of the delivered product to the ordered product or packing slip must be made in writing within eight days of the arrival of products at the addressee. It will be up to the buyer to provide any justi fi cation as to the reality of the defects or anomalies found. In any case the buyer can not return goods for examination without the permission of the seller. The return must then be made upon receipt by the buyer of the return authorization. In any case, no return of merchandise will be accepted without the prior written agreement of the seller. If the claim proves to be justi fi ed, the return will be the subject of an exchange or credit at the option of the seller. Any product returned without the agreement of the seller will be held at the disposal of the buyer and will not give rise to the establishment of a credit. Only returned merchandise in original untagged packaging will be accepted by the seller. The transport is organized by the seller.
ARTICLE 6 - PRICES
Prices quoted are for reference only and may be changed without notice. The price applicable for invoicing is that indicated in the order overview sent by the seller. Prices are net, departure and duty free. Unless written agreement of the seller, the shipping costs are always the responsibility of the buyer. Prices will always be communicated without obligation and may be calculated at the rate in effect on the date of delivery, even without prior notice. Current prices can not be considered as an offer. In case of monetary depreciation, the seller reserves the right to adjust the agreed prices to the percentage of the depreciation, even if previous price offers on purchase order have been made, accepted and signed.
ARTICLE 7 - PAYMENT
Our invoices are payable on the bank accounts of SODILOG, according to the terms agreed with the commercial agent or with SODILOG. Any amount not paid by the due date on the invoice entails the application of penalties equal to one and a half times the legal interest rate. Expenses resulting from unpaid bills and checks as well as any other judicial or extrajudicial collection costs will be charged to the buyer from the Of fi ce. All of these fees are due upon request of the seller. In case of default of payment, 48 hours after a formal notice remained unsuccessful, the sale will be resolved automatically if it seems good to the seller who may request, in summary, the return of products, without prejudice to any other damages. The resolution will affect not only the order in question, but also any previous unpaid orders, whether delivered or in the course of delivery and whether or not their payment is due, if it seems to the seller. When the payment is staggered, the non-payment of a single installment will result in the immediate payment of the entire debt, without prior notice, and further authorizes the seller to stop delivering goods despite the existence of a possible contract in progress. The seller reserves the right to demand collateral, cancel an order, or change the terms of payment, in the event of a deferral of due date, unpaid bills, bad or doubtful solvency, or in the event of loss. coverage by credit insurance. In the event of non-payment of the full or partial amount of the invoice at the due date without any valid reason, and after an unsuccessful formal notice, the balance due will be increased by 12% with a minimum of 50.00 EURO and a maximum of 15.000.00 EURO even if terms and deadlines are granted. In case of non-performance by the buyer of its obligations, the sale may be resolved automatically without notice, and without prejudice to the rights of the seller to any damages. The will of the seller will be sufficiently manifested by the sending of a registered letter. The fact of drawing and / or accepting bills of exchange or other negotiable documents, does not operate any novation of debt and does not derogate from the present conditions of sale.;If it appears to the seller that the credit of the buyer deteriorates, especially if there are legal enforcement actions taken against the buyer and / or events that call into question the proper performance of commitments taken or made impossible, the seller reserves the right even if the goods have already been totally or partially shipped, to suspend totally or partially the order and to require the necessary guarantees. In case of refusal of the buyer, the seller reserves the right to cancel the order in whole or in part. All this without prejudice to the rights of the seller to any damages. When the buyer cancels an order or does not respect his obligations, the seller reserves the right to demand the execution of the order or the indemnities amounting to 30% of the value of the goods ordered, independently of the various proven damages suffered by the seller as a result of the buyer's breach of contract. The parties expressly agree that in the event that the customer cancels one or more previous orders or fails to pay one or more invoices on the due date, the contracts for future deliveries will be terminated automatically and without any remains to the disadvantage of the client-purchaser, in which case he will be liable to the seller for a lump-sum indemnity representing 30% of the amount of these orders, without prejudice to the seller's right to demand a higher indemnity if the actual damages are greater than 30 %. The buyer accepts that differences may occur in the colors of the products. Any shades of color will not be attributable to the seller. Unless otherwise agreed, transport, insurance, customs clearance and other costs are not included in the price.
ARTICLE 8 - TRANSFER OF RISKS
The transfer of risks on the products, even in the case of a sale agreed upon free of charge, takes place as soon as the warehouses of the seller are shipped.
ARTICLE 9 - RESERVATION OF PROPERTY
The goods subject of this contract are sold with a clause expressly subordinating the transfer of their property to full payment of the price in principal and accessories. It is understood that the mere surrender of a title creating an obligation to pay, treat or otherwise, does not constitute a payment within the meaning of this clause, the original claim of the seller on the buyer remaining with all the guarantees therein attached, including the retention of title until the said bill of exchange has actually been paid. The above provisions do not preclude the transfer to the purchaser of the risk of loss or damage to goods subject to retention of title and the damage they may cause. The buyer will have to take out an insurance policy covering all the goods necessary for his activity including those which he would not own. He undertakes to maintain his guarantees until the transfer to his pro fi t the ownership of the goods sold. In case of attachment or any other intervention of a third party on the goods, the buyer must imperatively inform the seller without delay in order to allow him to oppose and preserve his rights. The purchaser is also prohibited from pledging or assigning as security the ownership of the goods. In the event of the resumption by the seller of the claimed goods, the buyer has the obligation to repair the damage resulting either from the depreciation of the property or its unavailability. The buyer has an obligation to maintain the goods purchased in their original state. The purchaser shall, as a penalty clause, pay compensation at 20% of the invoiced price per month of ownership of the repossessed goods.
ARTICLE 10 - DISPUTE AND ATTRIBUTION OF JURISDICTION
Will be the only competent in case of litigation of any nature, or of dispute relating to the formation or the execution of the order, the Commercial Court of Colmar unless the seller does not prefer to seize any other competent Jurisdiction. This clause applies even in the event of summary proceedings, incidental claims, or multiple defendants or collateral, and regardless of the method and terms of payment, without the clauses attributing Jurisdiction that may exist on Purchaser's documents may impede the application of this clause.
ARTICLE 11 - COUNTERFEIT AND UNFAIR COMPETITION
It is forbidden for the buyer, under pain of prosecution, to reproduce in whole or in part the models of products or goods that he has bought or seen. It is also forbidden to transmit to any third party information allowing the total or partial reproduction of the models, products or merchandise emanating from the seller. The buyer must also inform the seller immediately if he is aware of any act of unfair competition or of any infringement of the intellectual property right held by the seller, as well as any protest by a third party, alleging violation of its own intellectual property right in respect of the goods sold.
ARTICLE 12 - ADVERTISING EQUIPMENT
All advertising material entrusted to the buyer remains the property of the seller and can not be transferred or transferred. It can only be used with the agreement of the seller, who reserves the right to take it back at any time without notice or compensation.