GENERAL TERMS OF SALE - EXPORT

1 Introduction

The present General Terms of Sale (GTS) detail the rights and obligations of COUCOU SUZETTE (hereinafter referred to as the Seller) and their Customer. Any sale made by the Seller implies the Customer’s acceptance without reserve of the present General Terms of Sale. The Customer may not impose their general terms of purchase upon the Seller.

If any provision of the present General Terms is held invalid, the remaining provisions shall not be affected thereby. The fact that the Seller does not exercise one of their rights under the present GTS at a given moment shall not deprive them from exercising any of their rights at a later time.

2 Orders: Orders must be placed in writing, directly, by postal mail or by email. Each order must include:

-       the Customer’s full name and exact address

-       corporate form (and Intra-community VAT number for customers in the EU)

-       delivery details (delivery address, terms of delivery), price, and terms of payment.

Any quotation marked “bon pour accord”, “approved or “accepted”, and dated and signed by the Customer, is considered a firm and definitive order. A quotation is valid for thirty (30) days. Beyond this period, the Seller is no longer required to accept orders under the terms stated in the quote.

3 Order confirmation: Even if an order is not made in writing, payment of a deposit and/or acceptance of the goods will be considered confirmation of the order, and unconditional acceptance of the present GTS by the Customer.

4 Shipping time: The delivery time given when the order is taken is approximate. It starts on the date when the Seller receives the Customer’s purchase order, or when the Customer has accepted the quotation and the present GTS, or when the Seller receives the deposit stated in the terms of the quotation, and all documents required for execution of the order. For information purposes, delivery time is usually 10 days for export.

A delivery delay cannot be considered breach of contract nor give rise to compensation for damages, late penalty charges or cancellation of the order. The Seller reserves the right to make split shipments.

5 Shipping: The shipment may be made either by sending the Customer a notice that the order is available for them at the warehouse, or by delivering the order to the address stated by the Customer on the purchase order or quotation.

6 Transportation: Sales are EXW Angers - France (Incoterms® 2010), unless otherwise stipulated in the quotation. Transport and insurance are therefore at the Customer’s expense. Transport risks shall be borne entirely by the Customer, who is responsible for insuring the goods. The goods are shipped in standard packaging. Any other packaging required by the Customer (e.g. wooden crates) will be charged extra.

The customer must check the shipment upon arrival. If any goods are missing or were damaged during transport, the customer must note all their reservations on the delivery slip upon receipt. Furthermore, these reservations must be confirmed in writing within three (3) working days of the delivery via registered letter with return receipt (Article L133-3 of the French Commercial Code).

7 Return of goods: Goods may be returned for non-conformity or apparent defects, only with the Seller’s written approval, and in no case, any later than ten (10) days of receipt. Custom-made pieces may not be returned.

The Seller will not take back the goods unless the apparent defects or non-conformity have been established. The return will result in a standard exchange for the Customer. The costs of returning and redelivering the goods will be then borne by the Seller.

Any goods returned by the Customer, where the Seller has not given prior approval, or where no apparent defects or non-conformity have been established, will be held for the Customer. There will be no standard exchange, and no credit note will be issued. The costs of the return will in this case be borne by the Customer.

8 Prices: The prices of the goods sold are those in force on the day of the order. All prices are EXW Angers, France (Incoterms® 2010), in euros, and exclusive of VAT. The Seller reserves the right to change their prices at any time. Nonetheless, the Seller will invoice the goods ordered at the prices listed on the order date.

9 No Early payment discount: No discount is given for early payment.

10 Terms of Payment: Payment is to be made via bank transfer or credit card. To validate the order, the Customer will pay the full invoice, before shipment of the goods. Any bank costs outside of France will be borne by the Customer.

Should the Customer’s status change (e.g. change in structure, late payments, default of payment, bankruptcy, dissolution, death), the Seller reserves the right to revoke any extended payment period, suspend orders in process, demand guaranties, or cancel the order.

In the event of a late payment, the Seller may suspend all orders in process without prejudice to any other right of action.

11 Late payment: If payment is not made by the due date stated on the invoice, the Customer will be lawfully subject to a late payment penalty, which the Seller may claim without any reminder (French law No. 2001-420 of 15 May 2001 concerning new economic regulations, and Articles L441-3 and L441-6 of the French Commercial code). The penalty interest rate is three (3) times the legal interest rate, calculated on all amounts due. Penalty interest is subject to VAT. Furthermore, in case of late payment, a flat fee of €40.00 for recovery costs will rightfully be charged, without prior notice. If the recovery costs incurred by the Seller exceed this amount, the Seller may claim additional compensation from the Customer, on presentation of receipts.

Upon default of one payment, all other payments become immediately due.

12 Resolutive condition: In the event of default of payment, forty-eight (48) hours after unheeded notice, the sale may be rightfully cancelled, and the Seller may be entitled to damages. This cancellation will affect not only the order in question, but also all earlier unpaid orders, whether delivered or being delivered, whether payment is due. Outstanding balances for any other deliveries or any other reasons, will be immediately due, unless the Seller has opted for cancellation of the corresponding orders. The Customer must reimburse any recovery costs, including any legal or administrative fees.

13 Retention of Title: The Seller retains ownership of the goods until full payment of the price, including any ancillary costs. Therefore, if the Customer goes into receivership or bankruptcy, the Seller has the right to claim goods sold to the Customer and still unpaid.

14 Intellectual property: The name COUCOU SUZETTE, as well as all related illustrations, images and logos remain the Seller’s exclusive property. Any total or partial reproduction, modification or use of the said name, illustrations, images and logos, for any purpose, on any medium whatsoever, without the Seller’s prior express written approval, is strictly prohibited.

15 Advertising rights: The Seller reserves the right to mention their Customers’ names in external communications and advertising (e.g. Website, portfolio) to develop new business.

16 Force Majeure: The Parties will be fully discharged of their responsibilities if failure of one of the Parties to fulfil their obligations is due to a case of Force Majeure.

Initially, the Force Majeure case will suspend execution of the Contract, and the Parties will meet to discuss terms for continuing to do business together. Should the Force Majeure case last longer than one (1) month, the contract will automatically end, unless otherwise agreed by the Parties.

In addition to the unforeseeable circumstances usually recognized by the courts and case law of France, the following cases are also expressly considered Force Majeure for the present GTS: blockage, disruption or congestion of telecommunication networks; poor electric power supply; blockage of transport or supply chain for any reason whatsoever; epidemics; earthquakes; fires; inclement weather, storms, floods, or water damage; legal or governmental restrictions, or business regulations.

17 Competent jurisdiction: Any dispute relating to the interpretation or execution of the present General Terms of Sale is subject to French law. If no amicable settlement can be found, the dispute shall be brought before the Tribunal de Commerce of Paris, France.

The Customer acknowledges that they have read the present General Terms of Sale and accept them unconditionally.

18 Mediation of Consumption(only for European customers): In accordance with the provisions of Articles L 611-1 and R 612-1 et seq. Of the Consumer Code concerning the amicable settlement of disputes: When the consumer has submitted a written complaint to the professional and he has not obtained satisfaction or reply within two months, he may submit his complaint to the consumer ombudsman free of charge. The mediator must be seized within a maximum of one year from the initial claim.

The MEDIATION-NET mediator can be entered directly online at the following address:
  www.mediation-net-consommation.com - or by mail MEDIATION-NET Consommation - 34, rue des Épinettes - 75017 PARIS
 

 

 

 

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