General Terms of Sale, Delivery and Payment TUNAP FRANCE
General conditions of sale of TUNAP FRANCE
ARTICLE 1 – Scope of these conditions
Except for special conditions previously and expressly accepted by the company Tunap France (hereinafter "the Seller"), all sales of goods concluded by the Seller are governed by these general conditions of sale (hereinafter "GTC"). No particular condition can, except formal and written acceptance of the Seller, prevail against the GCS. Any contrary condition opposed by the Buyer will, 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 one of the provisions of the GTC cannot be interpreted as a waiver of the right to subsequently avail himself of the provisions in question.
ARTICLE 2 – Formation of the contract
The Seller's catalogs and the prices indicated orally by the Seller to the Buyer are only indicative and do not constitute offers. The Seller is only bound by orders taken by its representatives or employees subject to written and signed confirmation sent by it to the Buyer, or by delivery of the goods. Any modification or cancellation of the order requested by the Buyer can only be taken into consideration if it is received in writing within 48 (forty-eight) hours before the day scheduled for the shipment of the goods. The Seller nevertheless reserves the right, in the event of deterioration of the Buyer's credit or if he has legitimate reasons to consider that the latter will be unable to honor the price at the agreed deadlines, to require a serious guarantee or payment before delivery, it being specified that payment means the collection without incident of the sale price. If the Buyer does not provide this guarantee or does not make this payment within the fixed period, the Seller may terminate the Buyer's order. The benefit of the order is personal to the Buyer and cannot be assigned without the Seller's agreement. The Seller reserves the right to make at any time any modification it deems useful to its goods and, without obligation to modify the goods previously delivered or in the process of being ordered, it reserves the right to modify, without prior notice, the models defined in its prospectuses or catalogues.
ARTICLE 3 – Delivery
Unless otherwise agreed by the parties, the goods are delivered and sold DAP, to the place and place of destination agreed between the Buyer and the Seller, within the meaning of the Incoterm ICC 2010. The seller will invoice the Buyer participation in packing and postage costs. Delivery will be deemed to have taken place upon delivery of the goods to the carrier.
Delivery times are provided for information only and without any commitment on the part of the Seller. They depend on the Seller's (or carrier's) supply and transport possibilities. Deliveries are only made according to availability and in the order of arrival of orders. The Seller is authorized to make deliveries in whole or in part. Notwithstanding any clause to the contrary, time overruns cannot give rise to damages, withholding, or the cancellation or termination of orders in progress. The delivery times may in particular be extended in the event of the intervention of a case of force majeure. The following are considered as cases of force majeure (non-exhaustive list): civil or foreign wars, acts of terrorism, insurrection, riot, natural disasters, embargo, blockade, all restrictive measures taken by the French or foreign authorities, the interruption of the Seller's supplies, delays due to carriers, strikes, lockouts, occupation of factories and in general any social unrest that could put the Seller in the impossibility of obtaining supplies or delivering the goods.
3.3 Costs and risks
The Buyer bears all the costs and risks of loss or damage that the goods may incur, from the delivery thereof, as defined in article 3.1 above. It is up to the buyer to report, in the event of damage or missing items, to make any necessary observations on the delivery receipt and to confirm their reservations by registered letter with acknowledgment of receipt to the carrier within 3 (three) days. working days following receipt of the goods, and more generally to take all appropriate measures to safeguard the recourse against the carrier.
By virtue of the tolerances resulting from commercial usage, for any order of goods, the Seller is authorized to make additional or lesser deliveries of up to 20% of the quantity ordered.
ARTICLE 4 – Reception – Compliance – Return of goods
4.1 Without prejudice to the arrangements to be made vis-à-vis the carrier, complaints about apparent defects or the non-conformity of the goods delivered with the goods ordered or the packing slip, must be made in writing within eight days of their taking possession by the Buyer. After this period, no complaint will be accepted. It will be up to the Buyer to provide any justification as to the reality of the apparent defects or non-conformities noted. He must allow the Seller every facility to proceed with the observation of these defects or non-conformities and to remedy them. He will refrain from intervening himself or having a third party intervene for this purpose.
4.2 Any return of goods must be subject to a prior formal agreement between the Seller and the Buyer. The costs and risks of this return are borne by the Seller.
4.3 Consequences of the return In the event of an apparent defect or non-conformity of the delivered goods, duly noted by the Seller under the conditions provided for above, the Buyer may obtain the replacement or reimbursement of the goods at the Seller's choice, without the Buyer may claim any compensation or compensation of any kind whatsoever, nor the termination, cancellation or rescission of the contract. . The return of one or more goods for reimbursement or replacement can in no way justify a delay or refusal to pay the sums owed by the Buyer to the Seller in respect, where applicable, of the other goods delivered to the 'Buyer. The Buyer will lose its right to replacement or reimbursement for any goods returned to the Seller more than one month after the shipment of the goods in question.
ARTICLE 5 – Guarantee against hidden defects
In accordance with the provisions of article 1641 of the Civil Code, the Seller guarantees the Buyer that the goods are free from all defects likely to render them unfit for the use for which they are intended. However, the Seller's legal guarantee in respect of these defects will be limited, at its option, to the replacement or repair of the goods affected by such defects, or of the parts rendering them unfit for this use, without incurring any other liability or obligation. in this capacity. Consequently, the Seller's liability will be excluded for all other damages, direct or indirect, material and immaterial and in particular the loss of profit and/or operating losses, that these defects could cause. Also excluded from the warranty are defects and deterioration caused by natural wear and tear or by an external accident, by incorrect assembly, maintenance, use, or connection or not in accordance with the destination of the goods or the rules of the art or to standards of protection and safety, by the intervention of third parties, or by a modification of the goods not provided for or specified by the Seller. Unless otherwise stipulated, the Seller's warranty will be limited to a period of 12 (twelve) months from the day of delivery as defined in article 3.1 above.
It will only be validly implemented if the defects have been denounced by the Buyer to the Seller by registered letter with acknowledgment of receipt within 8 (eight) days from their knowledge by the Buyer and within the period of validity of 12 (twelve) months referred to above.
ARTICLE 6 – Liability
Without prejudice to the other provisions hereof, in the event of total or partial non-performance of one or other of its obligations, the Seller's liability shall be limited to direct material damage caused to the Buyer. The Seller's liability shall be excluded for all indirect, material or immaterial damages, and in particular loss of profit, commercial damage, damage to image, loss of profits or business opportunities, loss of production or operation, the costs and charges related to the partial or total layoff of staff. The Seller will not be liable for the total or partial non-performance of its obligations, when this non-performance is due to a case of force majeure, as defined in article 3.2 above, or even because of the Buyer and /or a third party. Furthermore, the Seller's liability can never be sought on the basis of liability for defective products, as defined by articles 1386-1 to 1386-15 of the Civil Code, for damage which may be caused to goods professionals.
ARTICLE 7 – Price
The selling prices are those corresponding to the Seller's prices in effect at the time of placing the order. However, the Seller may modify its prices at any time, subject to communicating the new price to the Buyer within 15 (fifteen) days before the scheduled delivery date. The Buyer will be deemed to have accepted the new price unless he notifies the Seller of the cancellation of the sale no later than 8 (eight) days after the date of receipt of the new price. The prices are understood to be net, excluding taxes, DAP, Postage Paid to the place and place of destination agreed between the Buyer and the Seller, within the meaning of Incoterm ICC 2010. However, for any order less than an amount excluding VAT of €250 (two hundred and fifty euros), the Seller will invoice the Buyer for a contribution to the packaging and postage costs. A minimum order is set at €100 excluding VAT. If the value of the goods does not reach this amount, the Seller will pass on a supplement to the amount excluding VAT of the invoice. All taxes, duties, fees or other services to be paid in application of French regulations, or those of an importing country or a transit country, are the responsibility of the Buyer. An invoice is drawn up for each delivery and issued at the time or after it.
ARTICLE 8 – Methods of payment
Unless otherwise agreed, invoices are payable at the Seller's head office in euros within 30 (thirty) days from the invoice date, net without discount, or by check made out imperatively to the order of the company "TUNAP France », either by bank transfer or direct LCR. Within the meaning of these conditions, payment is made upon effective receipt and without incident of the price by the Seller, the mere remittance of a check not constituting payment. Any deterioration in the Buyer's credit may justify the requirement of guarantees or cash payment before the execution of the orders or before the due date of the invoices issued, just as the Seller reserves the right at any time, in depending on the risks incurred, to set a ceiling on the Buyer's overdraft, it being specified that these terms are valid for any order in progress. These stipulations are also valid in the case of a first order, or after one or more payment incidents. The refusal of the Buyer to satisfy these conditions entitles the Seller, either to cancel all or part of the orders, or to pronounce the immediate payment of all sums due.
ARTICLE 9 – Late or non-payment
Any amount unpaid on the day of the payment date appearing on the invoice will result in the immediate and automatic application, until full payment, of late payment penalties calculated at an annual rate equal to three times the legal interest rate. applied to that amount. In the event of total or partial non-payment of an order on the due date, the Seller may suspend all orders in progress, without prejudice to any other course of action. In addition, the sums due for this order or other orders already delivered or being delivered will be immediately payable, without prior notice. The Purchaser shall reimburse all costs, including legal costs and lawyers' fees, occasioned by the litigation or judicial recovery of the sums due, in addition, in such case, an indemnity of 15% (fifteen percent ) of the unpaid amount. Under no circumstances may payments be suspended or be the subject of any compensation whatsoever without the prior written consent of the Seller. Any partial payment will be deducted first from late payment penalties and indemnities, then from the sums for which payment is the oldest. Pursuant to Articles L.441-6 and D.441-5 of the Commercial Code, any late payment automatically entails, in addition to late payment penalties, an obligation for the debtor to pay a lump sum indemnity of €40 for recovery.
ARTICLE 10 – Retention of title and resolution
The seller retains ownership of the goods delivered until full payment of the price by the buyer. The price means the price invoiced in principal as well as costs and penalties. In the event of non-payment on the due date, the seller, without losing any other of his rights, may demand, by registered letter with acknowledgment of receipt, the return of the goods within forty-eight hours at the expense and risk of the buyer, without prejudice to any other damages. The buyer may resell the goods only with the prior written authorization of the seller. The buyer undertakes to inform the seller without delay of the exact and complete identity of the prospective sub-buyer. The buyer undertakes to inform the sub-purchaser of the seller's retention of title at the latest at the time of the conclusion of the contract. In the event of resale of the goods, the buyer declares as of now assigning to the seller the claim arising from the sale to the sub-purchaser and authorizing the seller to collect the price due from the sub-purchaser up to the amount of his claim. on the buyer. The buyer is expressly prohibited from assigning the claim arising from the sale to the sub-purchaser to any person other than the seller. The goods cannot be resold in the event of cessation of payment. The buyer is prohibited from creating any security on the delivered and unpaid goods, and generally from carrying out any operation likely to prejudice the seller's right of ownership. The claim may be exercised by the seller in the event of non-compliance by the buyer with any of his obligations, or if the seller has legitimate reasons to believe that the buyer will not be able to meet the deadlines. agreed. All costs incurred by claiming the goods or their price are the sole responsibility of the buyer. In the event of non-payment on the due date, the seller reserves the right, in addition to that of claiming the goods, to terminate the sale if it sees fit, without any other formality than the formal notice provided for the return of the goods. The resolution will affect not only the order in question, but also all previous orders, whether delivered or in the process of being delivered and whether their payment is due or not. In the event of cancellation, the buyer will be liable for a penalty of 15% of the sums due, any installments paid being deducted from said penalties.
ARTICLE 11 – Protection of personal data
TUNAP France undertakes to collect only data strictly necessary for the proper functioning of commercial relations in a professional context. This information is processed within the framework of Article 6: 1b of the GDPR. Your data may be transmitted to the internal services of the TUNAP Group and to the external service providers necessary for the execution of the contract (eg transport companies). TUNAP France carries out all the processing of your Personal Data on the territory of the European Union (EU). TUNAP France undertakes to take all measures to ensure the security and confidentiality of Personal Data and in particular to prevent it from being damaged, erased or accessed by unauthorized third parties. In accordance with the GDPR, you have the right to query, access, modify, oppose and rectify the personal data concerning you. TUNAP France undertakes not to keep your Personal Data beyond the duration necessary for the provision of services or products, increased by the retention period imposed by the applicable rules on legal prescription
ARTICLE 12 – Competent courts – Applicable law
Unless otherwise agreed by the parties, French law, excluding the provisions of the Vienna Convention on the International Sale of Goods of April 11, 1980, is applicable to all sales agreed between the Seller and the Buyer, as well as than to these general conditions. The courts within the jurisdiction of which the seller's head office is located shall have sole jurisdiction to hear any dispute relating to the interpretation and execution of these general conditions of sale, and in general any dispute arising between the seller and the buyer. However, the seller reserves the right to bring proceedings before the courts within the jurisdiction of the head office or branch of the buyer.