General terms & conditions of sale
I – SCOPE OF GENERAL TERMS & CONDITIONS OF SALE
The current general terms and conditions apply by rights to all sales of products provided by the company AD Distribution.
The sale is considered as being concluded on the date of the buyer’s acceptance or on the dispatch of the order.
Prior to this date, the current sales conditions are made available to the buyer, as per the provisions of article 33 of Order n° 86-1243 of 1st September 1986 (Revised).
The current general terms and conditions apply unreservedly to all orders and take precedence over any other conditions, except where alternative conditions have been explicitly agreed with the buyer.
II – ORDERS
The quantity may vary by + or – 10% in relation to the order. It is charged in terms of the quantity delivered.
Before being processed, all orders must be received in writing (by fax, by email etc) at our registered offices at 92 boulevard Victor Hugo 92115 Clichy La Garenne. The seller will accept the buyer’s order by providing and sending a cost estimate. To validate any order, the buyer must duly return the cost estimate, signing it with the words, “Approved as agreed”. From this date, all orders are considered full and final. All products will be charged for. No order will be changed in terms of content or delivery dates.
III – DELIVERY
Except where special sales conditions apply, delivery will be made directly from the registered office to the customer within a mutually agreed time from the date of the seller receiving an order in due and proper form. The buyer accepts all risks for the said goods from the time of dispatch. Delivery times are given as guidance and are are not guaranteed.
The seller accepts no liability for delays in delivery and in no circumstances can the buyer withhold payment. Further, if events outside the seller’s control occur, the deadline may automatically be suspended, which may lead to delivery being delayed.
In any event, timely delivery can only be effected provided that the buyer complies fully with all his obligations towards the seller. Expenses and risks relating to the actual delivery of the products are the sole responsibility of the seller. The buyer accepts all risks for the products from the time of their dispatch.
IV – RECEiPT OF THE PRODUITS
The buyer takes receipt of the products ordered at the address which has been clearly indicated to the seller or, by default, at the seller’s registered company office.
It is the buyer’s responsibility to check that the items delivered conform to the products ordered and that all is in order.
If the buyer makes no claim or reservation on the date of receipt of the delivery, confirming this by registered letter with recorded delivery within no later than 48 hours, the said products cannot be returned or exchanged, in accordance with the provisions of article 1642 of the Civil Code.
V – PRICES
1 – Except where special conditions have been specifically agreed prior to the sale, product prices are those shown in the estimate calculated on the day of the order.
These prices are fixed and final.
They are expressed in legal tender and stipulated exclusive of taxes, inclusive delivery and packaging.
2 – Payment methods
Except where other payment methods have been specifically agreed in advance, the price of the sale is payable in cash on receipt of the bill. Under no conditions can the payment due to the seller be suspended or made the object of a reduction or compensation without written agreement from the seller.
All payments made to the seller will be entered against amounts due, whatever their cause, starting with the oldest amount outstanding. If payment is not made by the due date, the seller may rightfully terminate the sale, 7 days after notice has gone unheeded, without prejudice to any damages and interest which the seller may claim. Any bills which remain unpaid by the due date will incur late payment penalties calculated in accordance with the legal interest rate plus 5 per cent.
3 – Billing
On receipt of the order, the seller will draw up a bill which will be sent to the buyer. The bill will quote the provisions of Article 31 of the Order of 1st December 1986 (Revised).
VI -RETENTION OF TITLE
All products sold are subject to retention of title. The seller retains ownership of the products until the buyer makes full and final payment for products he has purchased.
In case of payment not being made by the due date, the seller can repossess the products and terminate the sale as stated above. Cheques and bills of exchange are not considered as payment until they have been cashed and funds have cleared. Up until that time, the retention of title clause remains in effect. These arrangements do not preclude the transfer, at the time of dispatch, of risks relating to products sold. The buyer commits, on penalty of immediate repossession of the products by the seller, to pay the price in full, not to transform or incorporate the said products nor to re-sell or pledge them.
VII – GUARANTEE
The products sold are covered by the legal guarantee concerning hidden defects in accordance with Article 1641 of the Civil Code. This article provides that:
“The seller is bound by the guarantee relating to hidden defects which render the item sold unfit for the use for which it was intended, or which reduce that use to such an extent that the buyer would not have purchased the item, or would have paid a lower price, had he been aware of the defect.”
VIII – APPROPRIATE JURISDICTION
All disagreements relating to the interpretation or execution of the sales of products will come under the sole competence of the Commercial Court of Paris.