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GENERAL TERMS OF SALE

1. ACCEPTANCE AND ENFORCEABILITY

These general terms and conditions shall apply to sales of Goods by AV10 (the “Seller”) to another party (the “Buyer) to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.

Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

2. ORDERS

2.1 Any specifications, prices and rates on prospectuses and catalogues or any documents only have informational value.

2.2 The seller is only bound by those confirmations of Orders made by its representatives or employees subject to written confirmation, signed by said representatives or employees, sent to the Buyer. The Buyer may only cancel an Order with the written consent of the Seller. The Seller may refuse any partial cancellation of an Order by the Buyer.

The Seller may not accept any modification of any implemented order.

3. DELIVERY-RISKS

3.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on, or as close as possible to the date required by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

Expected delivery dates only have informational value and the buyer shall not refuse the goods, cancel the order or claim financial compensation for any delay.

3.2 Any damages, shortages, over deliveries and duplicated orders should be reported to the Seller within 3 days of signed receipt to enable replacement or refund.

4. PRICE

The price shall be as agreed between the Seller and the Buyer, less agreed discount, which would be provided, on request, with these terms and conditions of sale and payment or, in the case of a price quotation, as mentionned on the order confirmation in terms following said quotation.

Price may change in case of increasing prices charged by the Seller’s suppliers. The Seller would give the Buyer new prices as soon as they would be available, increased prices being applicable to orders placed after new prices notice is given to the Buyer. The price is expressed in EURO and is exclusive of VAT or any other applicable costs.

No discount will be granted for early payment

5. PAYMENT

5.1 The buyer shall pay cah following the invoice receipt. Agreed terms of payment shall not exceed 30 days following the invoice date in accordance with Article L-441-6 of the French Commercial Code.

5.2 The buyer may not invoke anything to grant himself any delay or modification of the terms of payment, particularly challenging the quality or non-compliance of the goods, a delay of delivery or a partial delivery.

5.3 Any not paid sum, when due appearing on the invoice , will result in the application of penalties in an amount at least equal to three times the legal interest rate as well as a lump sum payment of €40 for recovery fee.

These interests will be due as from the date when the payment was due until the actual date of payment.

5.4 In the event of any change in the financial of economical situation of the Buyer causing substantial deterioration in his financial situation and/or solvency, the Seller may revisit the terms of payment of the outstanding orders et, if required, of the agreed outstanding amount.

6. TITLE

UNLESS OTHERWISE AGREED IN WRITING,TITLE IN THE GOODS SHALL NOT PASS TO THE BUYER UNTIL THE SELLER HAS BEEN PAID IN FULL FOR THE GOODS.

Payment shall be deemed to have been made when the price is actually received. The buyer may make sure that the identification of the goods is still possible after delivery. If the identification would not be possible, the Buyer agrees that the Seller may claim the same quantity of goods of the same nature.

In case of any class action or safeguard procedure against the buyer, the use, transformation or sale of any goods which title is still reserved to the Seller are prohibited.

In the event of seizures operated by third parties on the goods which title is still reserved to the Seller, the Buyer shall inform the Seller without delay and to take any action to get the release of said seized goods.

The provisions of this section are stipulated as a guaranty in the exclusive interest of the seller and may be invoked only by himself. So that the Buyer may not use them to compel the Seller to take back any ordered
goods.

7. GARANTY-LIABILITY

7.1. The Seller may give the buyer the specifications of the goods adapted to his needs and make sure that these specifications are exactly as expected by the Buyer. So that, the Buyer is deemed to know exactly the goods he acquires and aknowledges he could find all the information about these goods. So, these free studies for reference purposes shall not be deemed to constitute a guaranteed data. It is therefore up to the Buyer, under his responsibility, to check they consider genrel rules for the performance and specific conditions of use.

Prints and documents being the Seller’s property, they cannot be reproduced without written permission.

7.2. The Seller shall only be held liable towards the buyer if the delivered goods were not compliant with the order. Compliance with the order is appreciated by reference to the oreder receipt. An accessory difference in terms of technical characteristics or quantity is not considered as non-compliance. Is deemed accessory, any diference under the manufacturers’ tolerance limits.

7.3. The Seller has no other garanty obligation other than the above and the one the manufacturer of the ordered goods may grant. If there is no mention of the obligation of the Seller, the Buyer aknowledge the obligations of the Seller will be obligations of means.

The Seller shall not be held liable in any case of negligence, repairs, interventions or modifications made without written notice of the Seller, or in case of bad use, or use not in compliance with the general rules for the performance in the territory where the goods are used.

The Seller shall not be hel liable towards the Buyer as well as any other third party, of any indirect dammage, notably operating loss, clientele loss, commercial prejudice, deterioration to a brand’s image resulting from the executions of the operations specified in the General Terms of Sale. Except in the case of wilful misconduct, the Seller shall not be held liable for more than the amount payed by the Buyer in exchange for his obligations.

The Seller may dismiss any liability case by ensuring compliance or replacing a defective product or noncompliant, aknowledging the Seller shall not accept any return of products without prior permission. Except in exceptional cases, the buyer shall complaint about the proper performance of the obligations of the Seller by written notice sent by registered letter with an aknowledgement of receipt at the latest the eighth day after the failure to meet the obligations. Failure to proceed negates any claim against the Seller.

8. FORCE MAJEURE

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for more than 60 days, it may, without liability on its part, terminate the contract.

9. TERMINATION

The Seller can cancel any accepted order by registered letter with an aknowledgement of receipt :

– In the case of total or partial failure to meet the Buyer obligations, notably payment,
– In the case of a degradation of the client’s financial or commercial situation that may cause payment failure.

In case of a contract termination, The Seller will be released of his obligation to deliver. He will return the payments received from the Buyer for the uncompleted orders, except when the termination is due to a fault from the Buyer. The Seller is not liable towards the buyer.

10. DISPUTE SETTLEMENT

This Agreement shall be governed by and construed in accordance with the laws of France and the parties hereby submit to the exclusive jurisdiction of the Commercial Court at the place ofthe registered office of the seller, even in the event ofthe introduction of third parties or plurality of defendants. Email and fax correspondance shall carry force of proof in the same way as an original written document on a paper medium signed by all parties, and may be produced in court in the event of a litigation. In case of a dispute between the parties, the French version of these General Terms of Sale shall prevail.

11. WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.