CAREPHYT Sales General Terms and Conditions
I – GENERALITIES
1- CAREPHYT company is hereinafter called “Seller” and the customer “Buyer” and collectively “Parties”.
2- The GTC apply to all offers, orders and deliveries made by the Seller.
3- Any order implies the full and complete acceptance by the Buyer of the GTC, even in the presence of the Buyer’s general conditions of purchase, which will be unenforceable against the Seller, regardless of the time at which they may have been brought to its attention, and even if the Buyer does not express its disagreement.
4- The fact that the Seller does not claim the application of a clause of the GTC does not imply a waiver of the Seller’s right to assert its rights later.
5- The nullity of a clause shall not entail the nullity of the other clauses of the GTC.
II- PRELIMINARY OFFER
1- Any request for Products by the Buyer shall give rise to the sending of an offer (“the Offer”) by letter, fax or e-mail, which Offer shall be submitted to the Buyer by the Seller for acceptance and which shall be valid only for a period of two months from the date of its issue, unless otherwise agreed.
2- The content of the Seller’s commercial documents is purely informative and may be modified by the Seller without notice.
3- Acceptance of the Offer shall be by sending a written order, by e-mail or otherwise.
4- Any changes to the Offer that may be included in the Buyer’s order are only binding on the Seller if accepted in writing.
5- The Seller shall be bound after issuing an order confirmation which the Buyer shall check upon receipt.
6- The whole of the order confirmation and the GTC shall constitute the contractual documents.
III- PRICES – PACKAGING
1- The prices (hereinafter “the Prices” or “the Price”) invoiced are those established on the day of the order on the basis of the Seller’s Offer. The prices in the Offer are valid for two months, unless otherwise stated in the Offer.
2- The Prices are exclusive of VAT, including packaging, including transport (unless otherwise stated) and are increased by VAT and/or any other taxes that may become due, at the rate applicable at the time they become due.
3- In the event that, by exception, the order is “ex works”, the Buyer undertakes to immediately reimburse the Seller for the amount of the transport that the latter would have had to pay to the carrier due to the Buyer’s failure to pay the carrier, in accordance with the law.
IV- TERMS OF PAYMENT
1- Unless otherwise stipulated in the order, the payment term is 30 days from the date the Products are made available or delivered free of charge, as the case may be.
2- Any delay in the payment of the price will automatically give rise, from the due date, to the payment of an annual interest, without the need to send a prior formal notice to the Buyer. This annual interest shall be equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points.
3- In the event of non-payment on the due date, even partial, the Seller reserves the right to cancel the order or orders in progress under the conditions stipulated in Article VII of the GTC.
4- A fixed indemnity of at least 40 € will be due for collection costs in the event of late payment.
V- DELIVERY – RISKS
1- Unless otherwise instructed by the Buyer and accepted by the Seller, the Products shall be delivered to the place designated in the Offer or in the Order Confirmation.
The risk of loss, theft or deterioration of the Products and the risk relating to the Products shall pass to the Buyer on the date of their unloading at the place of delivery designated in the Offer or in the Order Confirmation.
If, by way of exception, the Products are delivered ex works, the risk of loss, theft or deterioration and the risk relating to the Products shall pass to the Buyer on the date of their availability as communicated to the Buyer by e-mail, irrespective of whether or not ownership or possession of the Products is transferred on that date.
VI- WARRANTY – SELLER’S LIABILITY
1- Any dispute relating to the non-conformity of the order or the apparent non-conformity of a Product must be notified by registered letter with acknowledgement of receipt within forty-eight
from the delivery of the Products to the place specified in the order in other cases.
of the loading of the Products for Products delivered to the Factory
No dispute will be accepted by the Seller after this period.
2- The Seller’s liability is limited to the amount of the order concerned by the Product and is excluded for all indirect and immaterial damages.
VII- FAILURE TO PAY ON TIME
In the event of total or partial non-payment of an order on the due date, the sums due for this order or for other orders already delivered or in the process of being delivered shall be immediately payable after formal notice to pay has been sent to the Buyer by the Seller by registered letter with acknowledgement of receipt and has remained unsuccessful at the end of a period of eight days following its delivery to the Buyer, in addition to the possibility for the Seller to terminate the current contract(s), without recourse to legal action being necessary, and to request, if necessary, the payment of damages.
VIII- CANCELLATION CLAUSE
All orders are accepted in consideration of the legal, financial and economic situation of the Buyer at the time of the order. As a result, if the Buyer’s financial situation were to deteriorate between the date of the order and the date of delivery, the Seller would be entitled either to demand payment before delivery, or to terminate the sale without legal recourse and without prejudice to obtaining damages.
IX – DEADLINES – FORCE MAJEURE
1- The deadlines appearing in the Seller’s Offers are only indicative due in particular to supply and transport delays beyond the Seller’s control.
2- All events beyond the reasonable control of the Seller, such as but not limited to: strikes or walkouts that may affect the Seller or the service providers involved in a stage of the service, atmospheric disasters, fire or flooding affecting the means of production, will in any case be considered as exonerating the Seller from any liability.
X- RETENTION OF TITLE – TRANSFER OF RISK
1- The Products shall remain the property of the Seller until the effective payment of the full Price in principal and accessories, regardless of the date of delivery of the Products.
2- The retention of title does not prevent the transfer of risks to the Buyer upon delivery of the Products as defined in Article V of the GTC.
3- Non-payment of the Products may result in the Seller reclaiming the Products, which shall be exercised by means of a registered letter with acknowledgement of receipt sent to the Buyer. The right to reclaim is exercised even in the case of collective proceedings of the Buyer.
4- The return of the Products shall be at the Buyer’s expense and risk at the place indicated by the Seller. If the Buyer has to hand over the Products to a carrier or a custodian, the latter will have to date and sign the present document after having indicated by hand: “I am aware of the retention of title clause when handing over the Products”.
5- The return of the Products will result in the automatic cancellation of the sale of the Products. Any advance payments made by the Buyer to the Seller shall however remain with the latter as damages.
6- Any transfer by the Buyer of the rights and obligations arising from the order is subject to the prior written authorisation of the Seller. For the purposes of this clause, any operation involving the transfer to a third party of the rights and obligations associated with the order, regardless of its legal nature, is considered an assignment.
7- The Seller has a right of resale on the Products. When the Products are intended to be incorporated, the Buyer accepts that the Seller has a right of resale on the product obtained after incorporation. In both cases, the Buyer shall stipulate such a resale right in favour of the Seller in his contracts with third parties relating to the Products. The Buyer may not pledge the Products until the Seller has been paid all the sums owed to him by the Buyer.
8- In the event that any of the Buyer’s creditors intervene before the complete payment of the Price or its accessories to the Seller, in particular in the event of seizure of the Products or in the event of the opening of a safeguard or collective procedure, the Buyer shall immediately inform the Seller in writing as well as the seizing creditors or the bodies of the collective procedure. The Buyer shall bear the costs resulting from the measures taken to stop this intervention and, in particular, those relating to a opposition.
In the event of disputes that cannot be resolved amicably, the Commercial Court of Angers shall have sole jurisdiction.