ARTICLE 1 - APPLICATION OF THE GENERAL TERMS OF SALE
The act of placing an order implies full and unreserved acceptance of these GTS by the buyer, to the exclusion of all other documents such as brochures or catalogues issued by the seller which are of indicative value only, with the exception of any guarantee terms granted by the seller as indicated in article 6. Unless formal agreement has been provided by the seller in writing, no special term may prevail against the GTS. The buyer may therefore not invoke any contrary term against the seller, irrespective of the time it might have been notified thereof, unless express agreement has been provided. The fact that the seller does not assert a term of this contract at a given time cannot be interpreted as its having waived the right to assert any of said terms at a later date. These general terms cancel and replace the preceding ones.
ARTICLE 2 - ORDERS
The seller is only bound by orders taken by its agents, representatives or employees if confirmation has been given in writing. The result of the order is personal to the buyer and cannot be transferred without the consent of the seller. Any amendment or cancellation of an order requested by the buyer can only be considered if notice is received in writing by the seller before the delivery as defined in article 3 and no later than eight days after written confirmation of the order by the seller.
ARTICLE 3 - DELIVERY
Delivery is made either by direct supply of the goods to the buyer or by delivery to a forwarding agent or transportation company. The buyer must collect the goods delivered without delay. Any costs arising as a result of a failure to make collection (custody, storage charges, etc.) shall be exclusively payable by the buyer. In any case, delivery by the stipulated date can only be made if the buyer is up to date with its obligations towards the seller, irrespective of the cause. Delivery times depend on possibilities of supply, manufacture and any possible transportation by the seller. The seller is authorized to make full or partial deliveries. Consequently, the seller waives any liability in case of non-compliance with the delivery schedules which are given for information only.
ARTICLE 4 - COMPLAINTS
Any complaints as to the characteristics, the type of goods supplied and any visible defect must be made in writing and sent by registered letter with acknowledgement of receipt no later than eight days after the goods have been made available, failure to do so meaning that the buyer will be deemed to have accepted the said goods. Any complaints as to any hidden defect or any defect of compliance, must be made in writing and sent by registered letter with acknowledgement of receipt no later than eight days after discovery thereof by the buyer. Laying must be stopped on the date of discovery of the defect otherwise the guarantee, as provided in article 6, shall not apply.
ARTICLE 5 - RETURN
No returned goods will be accepted unless written agreement has been provided beforehand by the seller.
ARTICLE 6 - GUARANTEE - LIABILITY
By way of legal guarantee for hidden defects (Section 1641 and seq. of the Civil Code), and also by way of liability of no compliance of delivered goods, the only obligation incumbent on the seller is to replace defective goods, excluding any cancellation, compensation, for whatever reason, in particular for the assembling and dismantling of installations, partitions, furniture, etc., and handling and implementation costs. In any case, the length of use of the material will be taken into account. The seller rejects any liability where goods that are unsuitable for their intended purpose have been chosen, or where goods have not been used or maintained in accordance with the seller’s recommendations, or where they have not been used in accordance with the rules of the art. No claim shall be considered if the goods are of a lower or downgraded quality and were sold as such. This guarantee shall not apply if the buyer is a professional working in the same area. This article shall only apply in cases where the buyer is unable to take advantage of another express guarantee given by the seller.
ARTICLE 7 - PRICES
Prices are net, exclusive of tax and may be changed without notice. Once a year, unit prices are yearly communicated to the buyer or sent by the seller upon written request of the buyer; same process shall apply in case of prices reduction.
ARTICLE 8 - RESERVATION AND OWNERSHIP CLAUSE
Seller retains ownership of the goods sold until final payment in full of the principal price and additions. The provision of security creating an obligation to pay (bill or the like) does not constitute payment for the purposes of this clause. Default in payment on any of the due dates may result in a claim for the goods. Until full payment of the price by the buyer, the seller may at any time carry out an inventory at the premises of the buyer to check the existence in kind of the seller’s goods.
ARTICLE 9 - TRANSFER OF RISK
The transfer of risk, in particular of loss or deterioration of goods sold and of damage they may suffer, takes place on delivery of the goods as defined in article 3. However, it is expressly agreed that the buyer commits itself to insure the products at their market value until the date of ownership’s transfer as defined in clause 8. The goods and their packaging are therefore forwarded at the buyer’s risk irrespective of the terms of sale. In the event of damage or deficiency, it is up to the buyer to protect its own rights with respect to the transportation company in accordance with the law, in particular with the provisions of Sections L133-3 and seq. of the Commercial Code.
ARTICLE 10 - INVOICING
Each sale will be invoiced by the seller to the buyer being specified that the buyer accepts the principle of partial invoicing progressively with the deliveries.
ARTICLE 11 - TERMS OF PAYMENT
All goods are deemed to be payable for in cash from the delivery date. The fact of possibly having taken advantage of a payment facility does not result in any obligation on the seller to maintain this facility. If a sale consists of one or more deliveries, default in payment for only one of them, or refusal to accept a bill, may automatically result at the discretion of the seller in immediate termination or cancellation of the sale. Default in payment on a single due date of any buyer’s order shall result in the full price becoming payable including payments on later dates as initially planned. Any sum which is unpaid on the scheduled due date shall, automatically and without reminder, be subject to interest at a rate equal to the rate applied by the European Bank in its most recent refinancing operation plus 7 percentage points. Any rebates which are given are payable only on expiry of the reference period and only after payment on the normal due dates agreed for all goods giving a right of rebate. They shall be paid either by credit on account or by actual payment at the sole discretion of the seller. Any default in payment on the due date shall result in the suspension of any delivery. Deliveries may not recommence until full payment of the sums due and accrued interest for the delay. In the event of a default in payment, the seller may in notably take legal proceedings against the buyer for payment, cancel the sale and ask for return of the goods without prejudice to any other compensation. This return of goods shall be at the buyer’s expense. The buyer must refund all costs incurred as a result of the disputed collection of sums due, including the fees of legal officers. In the event of a deterioration in the financial situation of the buyer which threatens the fate of the seller’s credit, the latter reserves the right to suspend or cancel orders in progress. The seller may also demand security or prepayment, orders in progress being suspended until either security or prepayment is obtained. Payment shall always take place at the registered office of the seller even if a credit has been granted by the seller or if the payment is the result of a judgement against the buyer.
ARTICLE 12 - CONFIDENTIALITY
The buyer undertakes to keep confidential any information given to it in the past, currently and in the future during the negotiation and performance of the orders.
ARTICLE 13 - MANUFACTURING TOLERANCES
These must be accepted in all cases. They differ from one line of coverings to another according to the specification standards for each line. Furthermore, differences in colours between different products on the one hand and between manufactured products and samples on the other must be accepted and are not subject to any guarantee. The seller reserves the right to make any changes to its products connected with the technical development thereof.
ARTICLE 14 - IMPORTING
All requirements for the importing of goods to the territory or place of delivery agreed in the contract are deemed to have been met upon sending of the confirmation of purchase. From this time, the risk that the customs or other authorities will not allow importation of the goods is borne by the buyer which assumes full liability therefore.
ARTICLE 15 - FORCE MAJEURE
Contractual deadlines can be extended for any reason having place the seller unable to fulfill its obligation, particularly in case of force majeure (event external, unforeseeable and insurmountable that the seller cannot reasonably control). In addition to those cases usually accepted in French legal precedent as being cases of force majeure, any stoppage in production attributable to difficulties in supply, to shortages of labour or materials, to strikes or to disruptions to transportation are expressly accepted as being cases of force majeure. These events shall count as a force majeure even if they do not have the characteristics of unforeseeability, unavoidability and insurmountability of events deemed to constitute a force majeure under the law. Initially, cases of force majeure shall suspend the obligations in the contract after receipt of a registered letter from either party with acknowledgement of receipt. If cases of force majeure last for longer than six months, the sale may be cancelled by either party by registered letter with acknowledgement of receipt.
ARTICLE 16 - NON-INVOCABILITY OR NULLITY OF A CLAUSE
The parties expressly agree that if one or more of the clauses of these general terms of sale is considered null and void or declared as such in application of a law, a regulation or following a final ruling from a competent jurisdiction, the other clauses shall retain all their force and scope.
ARTICLE 17- APPLICABLE LAW AND ASSIGNMENT OF COMPETENCE
French law shall be applicable to the performance and interpretation of these general terms of sale; are excluded the provisions of the Convention of Vienna of 11 April 1980 relating the international sale of goods. In case of dispute rising from the application or the interpretation of these general terms of sales, the parties commit themselves to seek first an amicable solution. Any dispute relating to these general terms of sale and/or to the contractual relationship shall fall within the exclusive competence of the Commercial Court of Paris.
ARTICLE 18 - ELECTION OF DOMICILE
The parties elect their respective registered offices as domicile.
ARTICLE 19 - LANGUAGE OF THE GTS
These GTS are written in French, in English and in Spanish. In the case of a contradiction between the different versions, the French version shall prevail.