General Sales Conditions
Last updated on 02/05/2023
By the mere fact of the order, the customer acknowledges having read our general conditions of sale and having accepted them. They prevail over any contrary conditions stipulated by the buyer.
Article 1 - OFFERS AND ORDERS
Proposals made by our agents are only binding on our company when they have been confirmed to our customers by letter from the sales department. Orders are only binding on us after written confirmation from us, which takes the form of an order confirmation letter. Our prices and terms of sale do not constitute an offer.
Article 2 - CANCELLATION OF ORDERS
No cancellation of an order can be taken into consideration if it has not been notified in writing and accepted by our company as to its principle and the consequences resulting from the cancellation (deposits, damages and interests) In the event of cancellation or suspension of an order requiring tools, a statement of the study and production costs incurred will be established. The amount will be invoiced to the customer. In the event of cancellation or suspension of the parts order, all parts completed or in the process of manufacture will be delivered and invoiced, as will the specific components purchased to fulfill the order.
Article 3 - CONDITIONS OF EXECUTION
Quantities manufactured
Buyers of items specially manufactured for them undertake to take delivery of quantities greater than those actually ordered provided that the surplus does not exceed: 5% for orders greater than or equal to 20,000 pieces: 10% for orders less than 20,000 pieces; 20% for orders less than 20,000 pieces; 20% for orders less than 5,000 pieces. Conversely, buyers undertake to accept quantities less than the actual quantity ordered, provided that the quantities do not exceed the percentages indicated above.
The colors of our decorations depend on the materials and the inks.
We do not guarantee. Unless expressly agreed, the conformity of the tints and colors during manufacture with those of the samples. The same is true with brilliance. The surface condition and the cleanliness of the wires used.
Commands
All manufactured items are referenced and their dimensions are recorded on a plan. Any modification in the use of the support, the final manufacturing process and in general, any modifications requiring a change in our products must be reported to us (modification request) within 8 clear days following this event - No complaint arising beyond this period will not be taken into account.
Tools
The tools built or purchased specially for the execution of our customers' orders always remain the property of our company, notwithstanding any advances or contributions received from said customers on the costs of setting up these tools. Unless otherwise agreed, the shares remain vested in Noire Société.
Reserved models
The creation on behalf of a customer of exclusive models reserved on demand engages the sole responsibility of this customer, in particular in terms of possible action for counterfeiting or unfair competition. The execution of items according to our plans or models or with tools provided by us cannot be entrusted to third parties without our special authorization.
Impossibility of execution
Any impossibility to manufacture or deliver, due to force majeure or fortuitous events, releases our company from the obligation to execute orders.
Article 4 - PRICES
The prices invoiced to the customer are those of our rate in force on the day of the order or those mentioned in the order confirmation. The prices in our rate may be changed at any time by our company The prices are exclusive of taxes. Unpacked items. In our stores (application of the Incoterm “Ex Works” in its latest version in force on the day of the order), except for special agreements. Prices are subject to revision until the date of delivery of the items to the customer, according to the French industry production price index, the initial price index being that of the date of the order and the revised price index being that of the date of delivery of the items.
Article 5 - PAYMENT TERMS, PENALTIES AND PAYMENT GUARANTEES
Payment terms, late penalties
Unless otherwise agreed, our invoices are payable upon delivery of the items to our factory, net without discount. This payment will always be made at our headquarters. The date and place of payment may differ depending on specific conditions and give rise to a discount. If applicable. By express agreement and unless a delay is requested in time and granted in writing by us, failure to pay for our supplies by the due date will automatically result in no prior notice of default.
1) The immediate payability of all amounts remaining due.
2) Late payment penalties calculated according to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points;
3) The eligibility of a fixed compensation for recovery costs of €40. In addition to the costs and fees of the intervention of a lawyer and any legal expenses, if these are greater than this package, on supporting documents
Payment guarantees
We reserve the right, during the course of a contract, to claim from the buyer any guarantees that we deem useful. In the event that we have accepted the payment of our supplies by several installments (drafts and checks), the non-payment of only one of these deadlines will ipso facto result in the payment of all of our debt due. In addition, in this case, we reserve the right to suspend or terminate the unfulfilled part of the contract at our convenience, without prejudice to any damages and to the immediate payment of the part already performed.
Article 6 - DELIVERIES
Date and place of delivery, delivery costs
The delivery dates set out in the contracts are only indicative and our company cannot be held liable for compensation due to late delivery. If our acceptance of orders stipulate that deliveries will be made as and when the customer requests, the delivery time must not exceed 6 months from the day of confirmation of the order. After this period, items manufactured and not requested will be invoiced without prejudice to the storage costs caused by the delay in delivery attributable to the buyer. In addition, the balance of the unmanufactured order may be cancelled by us. Deliveries are made according to the Incoterm “Ex Works” in its latest version in force on the day of the order, except for special agreements.
Responsibility
Complaints that are not made in writing within ten days of the delivery date will be deemed to be late and not taken into consideration. Complaints must include accurate information relating to the delivery date and the EDARD production lot number. Complaints can in any case only relate to our supplies, knowing that the containers and their contents are in no way the responsibility of EDARD. In the event of delivery on the basis of an open order, any complaint relating to each delivery can only be taken into consideration during the 10 working days following this delivery and if this deadline is exceeded, the goods produced in the meantime will be delivered and invoiced to the customer. Claims for manufacturing defects relating to a given delivery will only be taken into consideration if they relate to more than 3% of the quantity delivered. By express agreement, our liability is limited, in such a case, to the replacement of a number of items equal to the difference between the total of the items recognized as defective and the above percentage, excluding any compensation of any kind whatsoever. In no case, our liability may extend to the direct or indirect damage that may result to our customers that may result from the consequences of non-delivery or manufacturing defects- In the event of a dispute recognized as justified, our responsibility is limited to the replacement of Affected parts as soon as possible. We do not accept any inspection fees, alterations, or penalties. Our customers take responsibility for the behavior of their products with our supplies. Information provided directly or by advertising on the most appropriate use of these supplies is only indicative and without commitment on our part. No complaint will be accepted in the event of non-compliance with our recommendations in terms of storage and in the event of a change without written communication of a variable in the specifications or information provided by the customer and used to define our product.
Returns
When we accept returns of goods we can only give a credit note if they reach us in the original condition, without having been used and after verification and acceptance by us in our stores. We do not accept returns with due delivery.
Article 7 - TRANSPORT
The goods always travel at the risk and peril of the buyer, regardless of the mode of transport and the conditions of delivery, even in the case where the prices are established free of charge In their interest, the recipients are obliged to check the condition of the shipments at the time of delivery by the carriers and, in the event of damage, to maintain their remedies against them, in the forms and deadlines indicated by law. As all goods are checked carefully before shipping, our company cannot accept any claim for damage or subtraction along the way.
Article 8 - RESERVATION OF TITLE CLAUSE
The purchaser will only be the owner of the goods after payment and full receipt by our company of the corresponding invoicing; however, the risks of the goods are incumbent on the purchaser as soon as they are made available to him. We will be able to rely on this retention of title clause eight days after sending the buyer a formal notice to pay, by registered letter with acknowledgement of receipt, and which has remained in effect. The products must then be returned to us immediately at the expense, risk and peril of the buyer who is obliged to do so, on simple request. The buyer undertakes to allow the identification and claiming of the products at any time, provided that the products in stock will be considered unpaid, up to the amount of the amounts due. The deposits received will remain definitively and fully acquired by us in the event of the retention of title clause, as a penalty clause. In case of resale of the products before full payment, we will be able to claim the resale price.
Article 9 - INTELLECTUAL PROPERTY
Our company is the owner of all your intellectual property rights and the know-how that allow it to manufacture and market the items sold. These intellectual property rights include trademark rights, copyright or design rights. Patent rights if applicable, or any other. The sale of the items does not grant any license or authorization to manufacture the items, our company remains the full owner of these rights and will penalize any violation of them. In addition, the customer declares to be the owner of the intellectual property rights in the event of the manufacture by us of articles based on his models or instructions, or to have obtained from third party authors or rights holders all written authorizations necessary for their manufacture and marketing. Otherwise, he is obliged to guarantee us any damages or sums of any kind that would be charged to us in one way or another, as a result of the violation of the said rights invoked by their owners, and in particular as a result of an enforceable court decision or a transaction.
Article 10 - PERSONAL DATA
Personal data is managed according to the Privacy Statement relating to the protection of personal data to which the customer may refer by accessing our website at the address https: //www edard.fr/.
Article 11 - ATTRIBUTION OF JURISDICTION
In the event of difficulty in the execution or on the occasion of our agreements, all disputes, regardless of the subject, will be submitted exclusively to the competent courts of the place of our head office, even in the event of a contrary stipulation on the letters, general conditions of purchase or invoices from our customers, as well as in the event of a warranty claim or multiple defendants. The various delivery and settlement models do not bring innovation or derogation from this exclusive attribution of jurisdiction.
