General Terms and Conditions of Sale
І - GENERAL PROVISIONS
1. Application of the present conditions
The present conditions govern all the sales concluded by PROVENCE FONDERIE of the products of the mark HAY CROSS (hereafter '' the Salesman as from 01/01/2000.)''
Any order implies obligatorily the acceptance by the customer of the present conditions, and, except explicit agreement to the contrary, the renunciation of all conditions or particulars established by the Customer.
Conclusion of contracts
2. Catalogs and prices
As their characteristics are regularly improved, the products offered for sale are likely to be, at any time and without warning, withdrawn from the sale or modified. Likewise, the Seller's prices are subject to change, particularly in light of variations in the price of raw materials, labor costs or taxes.
3. Order
The order, an irrevocable promise to buy, cannot be transferred to anyone without the agreement of the Seller.
3/1. Acceptance
Only the written acceptance of the Seller's head office is valid.
This acceptance may be cancelled in the event of a change in the legal or financial situation of the Customer, such cancellation being without prejudice to all other rights of the Seller. Acceptance of an order may be subject to payment of a deposit. In this case, the delivery note shall serve as acceptance of the order.
3/2 Subject matter of the contract
Unless otherwise agreed in writing, the subject matter of the order shall consist exactly and exclusively of the products designated in the Seller's acceptance of the order or, failing that, in the delivery note.
3/3 Cancellation
3/3/1. By the customer
No cancellation of an order will be accepted after validation and payment.
3/3/2. By the seller
In the event of unforeseen events that substantially change the order data or the content of the delivery or the impossibility of execution, the order will be adapted by mutual agreement of the parties. The Seller may also cancel the order without any compensation being due to the Customer, provided that the Customer is informed immediately, even if an extension of the delivery period has been agreed.
4. Delivery
4/1. Place of delivery
Regardless of the destination of the products and the particular conditions of sale and transport, delivery is deemed to be made from the Seller's warehouses or stores. This delivery, which entails the transfer of risks, is made either by direct handover to the Customer, or by the issuance of a simple notice of availability, or by the delivery of the products in the Seller's warehouses or stores.
4/2. Delivery time
The delivery period is contractually fixed and shall commence upon the Seller's sending of the order acceptance and provided that the Customer has fulfilled all his contractual obligations. The Customer shall take delivery as soon as the goods are available.
If shipment is delayed for any reason beyond Seller's control and Seller agrees, the products shall be stored and handled, if necessary, at Customer's expense and risk, and Seller shall have no further liability in this regard.
Delays shall not, under any circumstances, justify cancellation of the order or damages, unless the Customer gives prior notice of default and sets a final deadline.
The Seller is, moreover, automatically released from any commitment relating to delivery deadlines in the event of force majeure or events such as lockouts, strikes, epidemics, wars, requisitions, fires, floods, accidents, tooling accidents, shortages of raw materials or labor, interruptions, reductions or delays in transportation or any other cause leading to total or partial unemployment for the Seller or its suppliers.
The Seller shall inform the Customer of the cases and events listed above.
4/3. Partial delivery
Deliveries are possible.
5. Receipt
5/1. Verification
The Customer has the obligation to check the good state of the parcel and the quality of the products dices the delivery, and to formulate all the complaints in the forty eight 48 hours and directly near the carriers or the salesman
5/2. Complaints
Claims for apparent or hidden defects in the products and for errors in the supplies or the invoice are valid only if they are made in writing to the Seller, except for those made within 48 hours of receipt of the goods or of knowledge of the hidden defect.
Material defects, even if hidden, as well as errors in size, quality, quantity or weight, shall only oblige the Seller to replace the products in question, without any compensation, the products thus replaced remaining the property of the Seller. The Seller cannot be held responsible for the direct or indirect consequences of the defects on people or goods.
5/3. Return of goods
Delivered products must be accepted by the Customer even if they have minor defects. The Seller does not accept any return of products without prior authorization. Any return of products shall be made in the original packaging and accompanied by the delivery note.
6. Payment
Payment is due in Euro, without discount, and at the Seller's headquarters.
In case of delay or default of payment in relation to the agreed due date, penalties will automatically be applied, as from the day following the said due date, at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 7 points, provided that the resulting rate is not less than one and a half times the legal interest rate. In addition, all amounts due to Seller shall automatically become due and payable, and Seller may suspend deliveries to Customer.
7. Resolutive Clause
It is expressly stipulated as an essential condition of Sale that in the absence of immediate return with acceptance of the bills of exchange or in the absence of payment of a due date of the price of the products, the sales contracts indicated by the Seller shall be automatically resolved upon simple notification by the Seller.
8. Reservation of title
8/1. Principle
It is expressly stipulated for all sales concluded between the Seller and the Customer that the transfer of ownership of the delivered products is suspended upon full payment of the price and accessories by the Customer who, until said full payment, undertakes not to dispose of them in any form whatsoever and to inform the Seller immediately of any act by a third party whose purpose or effect is to infringe the Seller's right of ownership. The handing over of bills of exchange shall not be considered as payment until they are actually collected.
8/2. Implementation
Without prejudice to any damages and to the right of the Seller to retain any advance payments received, the Customer shall be obliged, at his own expense, to return immediately to the Seller the products received as soon as the Seller has indicated his intention to invoke this clause.
If the Customer fails to return the products immediately, the Customer may be compelled to do so by a simple summary order authorizing the Seller to take back the products in the Customer's stores or workshops, or in any other place, at the exclusive expense of the Customer, in application of the present retention of title clause.
8/3. Fate of the sales contract
The enforcement of the retention of title clause shall not prejudice the Seller's right to force the Customer to perform or to claim rescission and damages in the event of total or partial non-performance of the obligation to pay the price and/or its accessories, including in the event of delay or failure to accept, return or pay bills of exchange or bills of exchange.
8/4. Resale
The customer is not allowed to resell HAY CROSS
9. Penalty clause
If the Seller is forced to implement the provisions of Articles 7 and 8 above, the Customer shall be obliged to pay to the Seller, by way of liquidated damages, an amount at least equal to TWENTY PERCENT (20%) of the invoiced amount. In any event, partial payments of the price shall be retained by Seller.
In addition, in the event of delay in the return of goods as provided in Articles 7 and 8, Customer shall pay Seller a penalty payment equal to 0.5% of the invoiced value of the goods per day of delay. The deposit and any amount paid by the Customer shall be deducted from the amounts due in this respect.
10. Warranty
All products delivered by the Seller shall be replaced free of charge in the event that manufacturing or material defects render them unusable. The burden of proof of the defect or fault lies with the Customer.
In all cases, the Seller's warranty is limited to the replacement of defective products. All other actions or claims under warranty are excluded, in particular the repair of direct or indirect damage caused to persons or objects other than the delivered products, as well as the assumption of responsibility for any loss of profit.
Any defects found must be immediately reported to the Seller in writing with proof of their existence and, in any event, within two (2) days of their discovery. Replaced products shall become the property of the Seller. For products manufactured by third parties, the only warranty granted by the Seller consists in the assignment of all warranty claims against the manufacturer.
No product may be returned to the Seller without its prior agreement.
The warranty claim shall be barred upon expiration of a period of six (6) months from the date the defect or fault is reported.
Except for Seller's fault, Seller's warranty is more expressly excluded in all of the following cases: inappropriate or inadequate use of the products, false operation, misuse, disassembly or repair of the products outside of Seller's workshops, non-payment by the Customer of any amount due to Seller, force majeure or fortuitous event.
For industrial products, this warranty is not transferable to third parties without the express written consent of Seller.
11. Disputes
For all disputes between the Customer and the Seller, even in the event of warranty claims or multiple defendants, the Commercial Court of Marseilles shall have exclusive jurisdiction.
І - GENERAL PROVISIONS
1. Application of the present conditions
The present conditions govern all the sales concluded by PROVENCE FONDERIE of the products of the mark HAY CROSS (hereafter '' the Salesman as from 01/01/2000.)''
Any order implies obligatorily the acceptance by the customer of the present conditions, and, except explicit agreement to the contrary, the renunciation of all conditions or particulars established by the Customer.
Conclusion of contracts
2. Catalogs and prices
As their characteristics are regularly improved, the products offered for sale are likely to be, at any time and without warning, withdrawn from the sale or modified. Likewise, the Seller's prices are subject to change, particularly in light of variations in the price of raw materials, labor costs or taxes.
3. Order
The order, an irrevocable promise to buy, cannot be transferred to anyone without the agreement of the Seller.
3/1. Acceptance
Only the written acceptance of the Seller's head office is valid.
This acceptance may be cancelled in the event of a change in the legal or financial situation of the Customer, such cancellation being without prejudice to all other rights of the Seller. Acceptance of an order may be subject to payment of a deposit. In this case, the delivery note shall serve as acceptance of the order.
3/2 Subject matter of the contract
Unless otherwise agreed in writing, the subject matter of the order shall consist exactly and exclusively of the products designated in the Seller's acceptance of the order or, failing that, in the delivery note.
3/3 Cancellation
3/3/1. By the customer
No cancellation of an order will be accepted after validation and payment.
3/3/2. By the seller
In the event of unforeseen events that substantially change the order data or the content of the delivery or the impossibility of execution, the order will be adapted by mutual agreement of the parties. The Seller may also cancel the order without any compensation being due to the Customer, provided that the Customer is informed immediately, even if an extension of the delivery period has been agreed.
4. Delivery
4/1. Place of delivery
Regardless of the destination of the products and the particular conditions of sale and transport, delivery is deemed to be made from the Seller's warehouses or stores. This delivery, which entails the transfer of risks, is made either by direct handover to the Customer, or by the issuance of a simple notice of availability, or by the delivery of the products in the Seller's warehouses or stores.
4/2. Delivery time
The delivery period is contractually fixed and shall commence upon the Seller's sending of the order acceptance and provided that the Customer has fulfilled all his contractual obligations. The Customer shall take delivery as soon as the goods are available.
If shipment is delayed for any reason beyond Seller's control and Seller agrees, the products shall be stored and handled, if necessary, at Customer's expense and risk, and Seller shall have no further liability in this regard.
Delays shall not, under any circumstances, justify cancellation of the order or damages, unless the Customer gives prior notice of default and sets a final deadline.
The Seller is, moreover, automatically released from any commitment relating to delivery deadlines in the event of force majeure or events such as lockouts, strikes, epidemics, wars, requisitions, fires, floods, accidents, tooling accidents, shortages of raw materials or labor, interruptions, reductions or delays in transportation or any other cause leading to total or partial unemployment for the Seller or its suppliers.
The Seller shall inform the Customer of the cases and events listed above.
4/3. Partial delivery
Deliveries are possible.
5. Receipt
5/1. Verification
The Customer has the obligation to check the good state of the parcel and the quality of the products dices the delivery, and to formulate all the complaints in the forty eight 48 hours and directly near the carriers or the salesman
5/2. Complaints
Claims for apparent or hidden defects in the products and for errors in the supplies or the invoice are valid only if they are made in writing to the Seller, except for those made within 48 hours of receipt of the goods or of knowledge of the hidden defect.
Material defects, even if hidden, as well as errors in size, quality, quantity or weight, shall only oblige the Seller to replace the products in question, without any compensation, the products thus replaced remaining the property of the Seller. The Seller cannot be held responsible for the direct or indirect consequences of the defects on people or goods.
5/3. Return of goods
Delivered products must be accepted by the Customer even if they have minor defects. The Seller does not accept any return of products without prior authorization. Any return of products shall be made in the original packaging and accompanied by the delivery note.
6. Payment
Payment is due in Euro, without discount, and at the Seller's headquarters.
In case of delay or default of payment in relation to the agreed due date, penalties will automatically be applied, as from the day following the said due date, at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 7 points, provided that the resulting rate is not less than one and a half times the legal interest rate. In addition, all amounts due to Seller shall automatically become due and payable, and Seller may suspend deliveries to Customer.
7. Resolutive Clause
It is expressly stipulated as an essential condition of Sale that in the absence of immediate return with acceptance of the bills of exchange or in the absence of payment of a due date of the price of the products, the sales contracts indicated by the Seller shall be automatically resolved upon simple notification by the Seller.
8. Reservation of title
8/1. Principle
It is expressly stipulated for all sales concluded between the Seller and the Customer that the transfer of ownership of the delivered products is suspended upon full payment of the price and accessories by the Customer who, until said full payment, undertakes not to dispose of them in any form whatsoever and to inform the Seller immediately of any act by a third party whose purpose or effect is to infringe the Seller's right of ownership. The handing over of bills of exchange shall not be considered as payment until they are actually collected.
8/2. Implementation
Without prejudice to any damages and to the right of the Seller to retain any advance payments received, the Customer shall be obliged, at his own expense, to return immediately to the Seller the products received as soon as the Seller has indicated his intention to invoke this clause.
If the Customer fails to return the products immediately, the Customer may be compelled to do so by a simple summary order authorizing the Seller to take back the products in the Customer's stores or workshops, or in any other place, at the exclusive expense of the Customer, in application of the present retention of title clause.
8/3. Fate of the sales contract
The enforcement of the retention of title clause shall not prejudice the Seller's right to force the Customer to perform or to claim rescission and damages in the event of total or partial non-performance of the obligation to pay the price and/or its accessories, including in the event of delay or failure to accept, return or pay bills of exchange or bills of exchange.
8/4. Resale
The customer is not allowed to resell HAY CROSS
9. Penalty clause
If the Seller is forced to implement the provisions of Articles 7 and 8 above, the Customer shall be obliged to pay to the Seller, by way of liquidated damages, an amount at least equal to TWENTY PERCENT (20%) of the invoiced amount. In any event, partial payments of the price shall be retained by Seller.
In addition, in the event of delay in the return of goods as provided in Articles 7 and 8, Customer shall pay Seller a penalty payment equal to 0.5% of the invoiced value of the goods per day of delay. The deposit and any amount paid by the Customer shall be deducted from the amounts due in this respect.
10. Warranty
All products delivered by the Seller shall be replaced free of charge in the event that manufacturing or material defects render them unusable. The burden of proof of the defect or fault lies with the Customer.
In all cases, the Seller's warranty is limited to the replacement of defective products. All other actions or claims under warranty are excluded, in particular the repair of direct or indirect damage caused to persons or objects other than the delivered products, as well as the assumption of responsibility for any loss of profit.
Any defects found must be immediately reported to the Seller in writing with proof of their existence and, in any event, within two (2) days of their discovery. Replaced products shall become the property of the Seller. For products manufactured by third parties, the only warranty granted by the Seller consists in the assignment of all warranty claims against the manufacturer.
No product may be returned to the Seller without its prior agreement.
The warranty claim shall be barred upon expiration of a period of six (6) months from the date the defect or fault is reported.
Except for Seller's fault, Seller's warranty is more expressly excluded in all of the following cases: inappropriate or inadequate use of the products, false operation, misuse, disassembly or repair of the products outside of Seller's workshops, non-payment by the Customer of any amount due to Seller, force majeure or fortuitous event.
For industrial products, this warranty is not transferable to third parties without the express written consent of Seller.
11. Disputes
For all disputes between the Customer and the Seller, even in the event of warranty claims or multiple defendants, the Commercial Court of Marseilles shall have exclusive jurisdiction.
