Terms and Conditions of Sale:
ARTICLE 1: GENERAL PROVISIONS:
These general conditions of sale apply to all transactions carried out by Sarl DRH MARKET, hereinafter referred to as the seller.
Consequently, the fact of placing an order implies the full and unreserved acceptance of the buyer, below also referred to as the customer, to these general conditions of sale excluding all other documents such as prospectuses, catalogs or prices issued by the seller and which have only an indicative value. No particular condition can, except formal and written acceptance of the salesman, prevail against the present conditions of sale. Any contrary condition set by the buyer will therefore, in the absence of express acceptance, be unenforceable against the seller, regardless of when it may have been brought to his attention.
The fact that the seller does not avail himself at a given time of any of these general conditions of sale cannot be interpreted as a waiver to avail himself later of any of the said conditions.
ARTICLE 2: ORDERING:
Orders are not final until confirmed in writing.
The seller is only bound by orders taken by our representatives or employees subject to written and signed confirmation or by returning to the seller duly signed, the “ proforma invoice". Acceptance may also result from the shipment of the goods.
The benefit of the order is personal to the buyer and cannot be assigned without the agreement of the seller.
If the importing country requires a verification certificate (SGS, Véritas, Cotecna, etc.), proving that the goods comply with the regulations of the importing country, the customer must make the request and report it to the seller when ordering. The seller does not provide such checks on its own initiative.
ARTICLE 3: ORDER CHANGES:
Any order modification or cancellation requested by the buyer can only be taken into consideration if it is received 2 weeks before the date of availability of the products.
If the seller does not accept the modification or the resolution, the deposits paid can only be returned in value-goods.
ARTICLE 4: STUDIES AND PROJECTS:
Studies, projects and documents of all kinds, delivered or sent by the seller, always remain his property. They must be returned to him at his request. The seller retains the intellectual property of his projects, which cannot be communicated to third parties or executed without his written authorization.
ARTICLE 5: DELIVERY - PURPOSE OF DELIVERY:
The seller reserves the right to make any changes it deems appropriate to its goods at any time and, without obligation to modify the goods previously delivered or in progress of order, it reserves the right to modify the models defined in its prospectuses, catalogs or price lists.
ARTICLE 6: DELIVERY - TERMS:
Delivery is made either by direct delivery of the goods to the purchaser, or by simple notice of availability, or by delivery to a shipper or carrier within the premises indicated by the seller.
The items are delivered in the packaging in which they are delivered to the seller by his supplier(s).
The buyer agrees to take delivery within 15 days of the date of availability. This period expired, the buyer will be charged custody fees on the basis of 1% per month, (or 0.25% per week). The goods will be invoiced on the contractual date.
For products delivered “ex works”, the customer will be notified by the seller of the delivery of the goods to his warehouse; by the fact of this notice, the goods will be considered delivered to the customer.
As regards food products liable to rapid deterioration, the customer undertakes to remove them or have them removed within 48 hours of notification aforementioned; failing this, the damages to be paid will amount to 2 EURO per pallet/storage space occupied by these goods and per calendar day.
Furthermore, from the said notice, the seller will not bear any responsibility for the conservation of the goods in question, nor their freshness. The seller is entitled to remove from its warehouse and to treat as waste the products damaged following the failure of removal by the customer, and this without being liable for any compensation whatsoever to the latter.
ARTICLE 7: DELIVERY - DEADLINE:
Deliveries are only made according to availability and in the order in which orders are received. The seller is authorized to make deliveries in whole or in part.
Delivery times are indicated as exactly as possible but depending on the seller's supply and transport possibilities.
Exceeding delivery times cannot give rise to damages, deductions or cancellation of orders in progress. However, if two months after the indicative delivery date the product has not been delivered, the sale may then be terminated at the request of either party, without compensation or damages of any kind. either.
The following are considered as cases of force majeure releasing the seller from his obligation to deliver: war, riot, fire, strikes, accidents, impossibility of being supplied, natural disasters.
The seller will keep the buyer informed in a timely manner of the cases and events listed above.
In any case, delivery on time can only occur if the buyer is up to date with his obligations to the seller, whatever the cause.
ARTICLE 8: DELIVERIES - RISKS:
The goods are deliverable from the warehouses designated by the seller, or postage paid Metropolitan France or final destination In all cases they travel at the risk and peril of the recipient to whom it belongs in the event of damage or missing items, to make all necessary observations and to confirm their reservations by registered letter with acknowledgment of receipt, to the carrier within three days of receipt of the goods.
ARTICLE 9: RECEPTION:
Without prejudice to the provisions to be made vis-à-vis the carrier, complaints about apparent defects or non-compliance of the goods delivered with the goods ordered or with the delivery note dispatch, must be made in writing within eight days of the arrival of the products.
It will be up to the buyer to provide any justification as to the reality of the defects or anomalies noted. He must allow the seller every facility to proceed with the observation of these defects and to remedy them. He will refrain from intervening himself or having a third party intervene for this purpose, without the seller's prior agreement.
ARTICLE 10: RETURN TERMS:
Any return of goods must be the subject of a formal agreement between the seller and the purchaser. Any product returned without this agreement would be made available to the purchaser and would not give rise to the establishment of a credit note.
The costs and risks of return are always the responsibility of the purchaser.
No returns will be accepted after one month from the date of delivery.
ARTICLE 11: RETURN - CONSEQUENCES:
Any return accepted by the seller will result in the creation of a credit note for the benefit of the purchaser, after qualitative and quantitative verification of the returned goods.
In the event of an apparent defect or non-compliance of the products delivered, duly noted by the seller under the conditions provided for in article 9, the buyer may obtain the free replacement, or refund of goods, at seller's option, excluding any compensation or damages.
ITEM 12: PRICE:
The goods are supplied at the prices appearing on the price lists in force at the time of placing the order. These prices remain valid for 30 days, unless otherwise stated.
Prices are ex warehouses designated by the seller, or carriage paid Metropolitan France or final destination, packaging included, excluding all charges and taxes, of any non-agreed freight, courier and insurance costs, unless otherwise agreed.
Disposable pallets, special packaging, and the time required to pack items on a pallet, at the request of the customer, will be invoiced additionally by the seller.
If the seller issues certificates and other export documents, additional flat-rate costs per document will be charged.
ARTICLE 13: BILLING:
Each delivery corresponds to an invoice. The date of release of the goods from the warehouse is both the date of issue of the invoice and the starting point of the due date in the event of payment on time.
This invoice will include all the information provided for in article 31 of the order of December 1, 1986.
ARTICLE 14: PAYMENT - TERMS:
Payment terms are stipulated in contracts or agreements signed by duly authorized representatives of our Company. These conditions are mentioned on the invoice issued by the seller.
In the event of deferred or term payment, constitutes payment within the meaning of this article, not the simple delivery of a commercial paper or a check implying an obligation to pay, but their settlement on the agreed due date.
ARTICLE 15: PAYMENT - DELAY OR DEFAULT:
In the event of late payment, the seller may suspend all orders in progress, without prejudice to any other course of action. Any amount not paid on the due date will give rise automatically and, without prior notice, by way of derogation from article 1153 of the Civil Code, to the payment of late payment interest at the rate of 1.5% per month of delay. This interest will run from the day of maturity until payment.
In the event of default in payment, forty-eight hours after a formal notice has remained unsuccessful, the sale will be terminated automatically if the seller sees fit, who may request, in summary proceedings, the return of the goods without prejudice to any other damages. The resolution will affect not only the order in question but also all previous unpaid orders, whether they are delivered or in the process of being delivered and whether their payment is due or not. In the case of payment by bill of exchange, failure to return the bill will be considered as a refusal of acceptance similar to a default of payment. Similarly, when the payment is staggered, non-payment of a single installment will result in the immediate payment of the entire debt, without formal notice.
In all the above cases, the sums that would be due for other deliveries, or for any other cause, will become immediately payable if the seller does not opt for the resolutionon corresponding commands. The buyer must reimburse all the costs incurred by the contentious recovery of the sums due, including the fees of legal officers.
Under no circumstances may payments be suspended or subject to any compensation whatsoever without the seller's prior written consent. Any partial payment will be applied first to the non-privileged part of the debt, then to the sums which are due the oldest.
ARTICLE 16: PAYMENT - REQUIREMENT OF GUARANTEES OR PAYMENT:
The seller reserves the right, at any time, depending on the risks incurred, to set a ceiling on each buyer's overdraft and to require certain payment deadlines or certain guarantees. This will be the case in particular, if a modification in the capacity of the debtor, in his professional activity (or if it is a company: in the person of the directors or in the form of the company), or if an assignment , rental, pledge or contribution of its goodwill has an adverse effect on the credit of the buyer.
ARTICLE 17: TRANSFER OF RISKS:
The transfer of risk on the goods takes place upon shipment from the seller's warehouses. It follows in particular that the goods travel at the risk and peril of the buyer.
ARTICLE 18:
The seller only acts as a supplier to the customer. Unless there is a specific agreement confirmed by the seller, the customer cannot under any circumstances claim the role of representative, agent or authorized representative of the seller, in any way whatsoever.
The seller does not provide any guarantee concerning the goods delivered by him, nor does it guarantee the conformity of these goods with the regulations of the country of importation. The seller also does not provide any guarantee as to the conformity of the packaging, the instructions for use, the notices, etc. to the regulations and/or customs of the country of destination.
Injuries caused to people because a product does not offer the security that one is entitled to expect are not compensated if they are due to a defect in the product and to a fault of the victim or of a person for whom the victim is responsible.
Strictly in the alternative, the warranty for hidden defects is limited to the payment of compensation amounting to five percent of the value of the goods concerned.</ span>
Compensation for all other direct and indirect damages, financial and commercial losses, loss of profit, increase in costs, disruption of the schedule, loss of expected profits, capital, goodwill, etc. ; do not in any way give rise to compensation for any action brought against the customer by a third party.
Unless otherwise agreed, the customer must ensure that all the formalities required for the export of goods from France are fulfilled, without the seller being required to obtain any authorization whatsoever, nor to complete any formality with a view to exporting. The customer is responsible for all the consequences resulting from the fact that the goods, which he affirmed that he intended for export, are not exported and must indemnify the seller against the said consequences.
ARTICLE 19: RETENTION OF OWNERSHIP:
The seller remains the owner of the goods delivered until full payment of their price, in principal and interest, it being understood that the buyer will bear all the risks relating thereto from their delivery. The latter, as custodian of the thing, is responsible for any damage or loss occurring after the provision and must take all necessary measures to allow the identification of the goods sold at any time. Failing this, all goods in stock will be subject to retention of title.
Only payment in cash or final collection of a check, draft or bank transfer will be considered full and effective payment.re.
The seller reserves the right to claim any goods in the event of non-payment of a due date, the buyer agreeing to return them, all costs at his own expense. charge, on first request.
In the event of bankruptcy, cessation of payments or collective proceedings of the same nature or one of the procedures provided for in the law on receivership and judicial liquidation companies, in the event of application of the law on friendly settlement, the buyer must notify the seller immediately so that the inventory of the goods can be drawn up without delay, and so that the retention of title clause can possibly be implementation.
In the event of non-payment on the due date, the seller may terminate this contract if it sees fit, without any formal notice other than that provided for the forfeiture of the term or the return of the goods.
ARTICLE 20: JURISDICTION - DISPUTE:
In the event of a dispute, the courts of the seller's domicile shall have sole jurisdiction. By express agreement, this clause applies even in the event of summary proceedings, incidental claims or multiple defenders and regardless of the mode and terms of payment.