TERMS OF SALE
Clause No. 1: Purpose and Scope
These general terms and conditions of sale (GTCS) constitute the basis of commercial negotiation and are systematically communicated or provided to each buyer to enable them to place an order.
The general terms and conditions of sale described below detail the rights and obligations of the company ... (company name) and its customer in the context of the sale of the following goods: ... (the seller must list the goods subject to the GTCS).
Any acceptance of the quote/purchase order, including the clause “I acknowledge that I have read and accept the general terms and conditions of sale attached hereto,” implies the buyer’s unconditional acceptance of these general terms and conditions of sale.
Clause No. 2: Prices
The prices of the goods sold are those in effect on the day the order is placed. They are denominated in euros and calculated excluding taxes. Consequently, they will be increased by the applicable VAT rate and transport costs on the day of the order.
The company ... (company name) reserves the right to modify its prices at any time. However, it undertakes to invoice the goods ordered at the prices indicated at the time the order is recorded.
Clause No. 3: Discounts and Rebates
The proposed prices include discounts and rebates that the company ... (company name) may grant based on its results or the buyer’s assumption of certain services.
Clause No. 4: Early Payment Discount
No discount will be granted in the event of early payment.
Clause No. 5: Payment Terms
Payment for orders is made:
• either by check;
• or by credit card;
• where applicable, specify other accepted payment methods.
Payments will be made under the following conditions:
• Payment within 30 days following receipt of the goods
or
• Payment within 45 days end of month following the invoice date
or
• Payment within 60 days following the invoice date
Clause No. 6: Late Payment
In the event of total or partial non-payment of the goods delivered by the due date, the buyer must pay the company ... (company name) a late payment penalty equal to three times the legal interest rate.
The applicable legal interest rate is the one in force on the date of delivery of the goods.
From January 1, 2015, the legal interest rate is revised every 6 months (Ordinance No. 2014-947 of August 20, 2014).
This penalty is calculated on the total amount including tax remaining due and runs from the due date of the price without the need for prior formal notice.
In addition to late payment penalties, any sum, including a deposit, not paid by its due date will automatically give rise to the payment of a fixed compensation of 40 euros for recovery costs.
Articles 441-10 and D. 441-5 of the French Commercial Code.
Clause No. 7: Termination Clause
If within fifteen days following the implementation of the “Late Payment” clause, the buyer has not paid the amounts due, the sale will be automatically terminated and may give rise to damages in favor of the company ... (company name).
Clause No. 8: Retention of Title Clause
The company ... (company name) retains ownership of the goods sold until full payment of the price, including principal and ancillary costs.
As such, if the buyer is subject to receivership or liquidation, the company ... (company name) reserves the right to claim, within the framework of collective proceedings, the goods sold and remaining unpaid.
Clause No. 9: Delivery
Delivery is made:
• either by direct handover of the goods to the buyer;
• or by sending a notice of availability in store for the attention of the buyer;
• or by delivery of the goods to the location indicated by the buyer on the purchase order.
The delivery time indicated at the time of order registration is given for information purposes only and is in no way guaranteed.
Consequently, any reasonable delay in the delivery of products shall not give rise to:
• the award of damages;
• cancellation of the order.
Transport risk is borne entirely by the buyer.
In the event of missing or damaged goods during transport, the buyer must make all necessary reservations on the delivery note upon receipt of said goods. These reservations must also be confirmed in writing within five days following delivery, by registered letter with acknowledgment of receipt addressed to the company.
`
Clause No. 10: Force Majeure
The liability of the company ... (company name) cannot be engaged if the non-performance or delay in the performance of one of its obligations described in these general terms and conditions of sale results from a case of force majeure.
Force majeure is defined as any external, unforeseeable, and irresistible event within the meaning of Article 1148 of the French Civil Code.
Clause No. 11: Competent Court
Any dispute relating to the interpretation and execution of these general terms and conditions of sale is subject to French law.
Failing an amicable resolution, the dispute will be brought before the Commercial Court ... (location of the registered office).