GENERAL TERMS AND CONDITIONS OF SALE
ARTICLE 1 - BUYER’S PURCHASE CONDITIONS
Any order from the Buyer (hereinafter the "Order") implies full acceptance of these terms and conditions of sale, including the retention of title clause, and a waiver by the Buyer of its own purchase conditions, even if the Buyer has sent to Jean Louis Richard (hereinafter "JLR") purchase conditions or other documents containing a provision identical to this article and/or provisions that are symmetrical and contrary to what follows.
ARTICLE 2 - ACCEPTANCE OF ORDERS
JLR is only bound by verbal or written Orders subject to written confirmation from JLR. Any Order that has not been rejected by JLR within five days of receipt is considered accepted by JLR. Any cancellation by the Buyer of an Order accepted by JLR entitles JLR to confiscate the deposit paid by the Buyer. JLR may additionally claim from the Buyer the payment of all direct and indirect costs incurred for the execution of the Order, including the amount of Orders placed with third parties that JLR would need to cancel, as well as any penalties that JLR may have to pay to said third parties due to the Buyer’s cancellation of the Order.
ARTICLE 3 - PRICES
Unless expressly agreed otherwise, the prices are those listed on JLR's price list on the date of the Order or those set by agreement between the Parties. Unless expressly agreed otherwise, prices are understood to be inclusive of all taxes. Transportation is subject to Incoterm rules. Unless a discount agreement is concluded between JLR and the Buyer, no discount will be applied in the event of early payment.
ARTICLE 4 - PAYMENT
4.1 Unless expressly agreed otherwise, payments will be made according to the following terms:
100% at the time of Order.
4.2 No withholding on payment, nor any modification in the form of a rectifying debit, may be made by the Buyer for any reason whatsoever.
4.3 In the event of late payment or partial payment, the amounts due shall accrue interest automatically at a rate equal to the interest rate applied by the European Central Bank (ECB) on its most recent refinancing operation plus 12 percentage points.
4.4 Deliveries of Products or the execution of services will therefore be suspended until full payment of all amounts due, along with the related interest. These late payment penalties are due automatically without prior notice.
4.5 If (a) payments are not made on the due date for reasons not attributable to JLR and/or (b) a change in the legal capacity or business activity of the Buyer, a transfer, lease, or contribution to a company of its business assets, the taking of security on these assets, or (if it is a commercial company) a change in the identity of its managers or directors, or in the form of this company, or in its legal or financial situation, negatively affects the Buyer’s credit, all amounts due by the Buyer to JLR of any kind shall become immediately due, regardless of any previously agreed conditions, without any notice from JLR.
4.6 Regarding contracts that include service provisions, in the event of a delay or interruption for reasons not attributable to JLR, the additional costs resulting from such delay or interruption, including overtime, will be added to the contract price and billed to the Buyer.
4.7 If, during a previous Order, the Buyer has failed to meet its obligations (default or delay in payment, for example), a refusal to sell may be invoked, unless the Buyer provides satisfactory guarantees or makes a cash payment.
ARTICLE 5 - DELIVERY
5.1 JLR will make its best efforts to meet delivery deadlines. A delay does not authorize the Buyer to cancel the Order or refuse the Products; the Buyer waives any compensation in case of a delivery delay of less than forty-five (45) working days.
5.2 Unless expressly agreed otherwise, delivery is made when the Products are made available by JLR at the location indicated to the Buyer. If the Buyer does not take delivery of the Products on the date and at the location indicated by JLR, the Buyer remains obligated to pay the price under the agreed conditions, and the Products will be stored and handled at the expense, risk, and peril of the Buyer.
5.3 Unless expressly agreed otherwise, Products travel at the risk and peril of the Buyer. In case of delay, damage, or total or partial loss, it is the Buyer’s responsibility to exercise any recourse without JLR's liability being engaged. The Products must be insured by the Buyer as soon as they are delivered by JLR according to the Incoterm.
ARTICLE 6 - COMPLAINTS - PRIOR AGREEMENTS FOR ANY RETURN OR CANCELLATION OF SERVICES
6.1 Unless expressly agreed otherwise, complaints regarding the characteristics, quantity, or weight of the delivered Products or the execution of a service must be made in writing within a maximum period of five (5) days from the delivery of the Products.
6.2 No Product shall be returned without the prior written agreement of JLR. The return to the location indicated by JLR is at the Buyer’s expense and risk. Any Product returned without prior written consent from JLR will be held at the Buyer's expense, risk, and peril.
6.3 In any case:
(I) each presumed defective or unsuitable Product must be accompanied by a note explaining the specific reason for its return
(II) unless otherwise stated, the Product must be presented in its original packaging in good condition
(III) the Product must not have undergone any deterioration for any reason, nor any modification, nor any relocation (in the case of a fixed Product).
If any of the aforementioned events occur, JLR will be automatically released from any warranty obligation towards the Buyer or its beneficiaries.
ARTICLE 7 - RETENTION OF TITLE
7.1 JLR sells under retention of title. JLR remains the owner of any Product delivered until full payment of all amounts due under Article 4 above, it being specified that the mere issuance of a draft does not constitute payment. The Buyer, as custodian of the item, is responsible for all damages or losses occurring after delivery and must take at its own expense all necessary measures to allow for the identification of the Products sold by JLR at any time. Therefore, the Buyer agrees to insure the Products in accordance with Article 5.3 above.
7.2 JLR reserves the right to reclaim, at its discretion, all or part of the affected Products in case of non-payment of a due date or in the hypotheses referred to in paragraph 7.3, with the Buyer committing to return them to JLR, all expenses being at its charge, upon JLR's first request. In the case where Products are obsolete or degraded, the depreciation resulting therefrom will be taken into account for the establishment of JLR's residual claim against the Buyer.
7.3 In the event of bankruptcy, cessation of payments, or any of the procedures provided for in the law on recovery and liquidation of companies or in the event of implementation of the law on amicable settlement, the Buyer must notify JLR immediately and prepare, at its own expense and without delay, a complete and sincere inventory of the Products in its stocks which it will hold at JLR's disposal so that the retention of title clause can potentially be implemented.
7.4 In the hypotheses referred to in paragraphs 7.2 and 7.3, the Buyer is prohibited from selling the Products without JLR's prior written consent.
7.5 JLR may also claim from sub-purchasers the price or part of the price of the Products sold by it with a retention of title clause that has not been paid, settled in value, or offset in current account between the Buyer and the sub-purchasers. For the exercise of this right, the Buyer agrees to provide JLR, without delay and at first request, all useful information or documents regarding its sub-purchasers (identity, quantity sold, status of sales, method and payment deadline, etc., invoices, sales journal, etc.).
7.6 This retention of title clause will be valid throughout the duration of the commercial relationship between JLR and the Buyer, for all sales of Products of any brand and type, made or to be made between these two (2) companies.
7.7 The act of placing an Order with JLR implies the Buyer's unreserved acceptance of this retention of title clause.
7.8 This clause constitutes, in all its provisions, an essential condition without which JLR would not have agreed to contract with the Buyer, which the Buyer expressly acknowledges.
ARTICLE 8 - LIMITATION OF LIABILITY
The Buyer acknowledges that JLR's liability can only be engaged in the event of direct and material damages and up to 30% of the net price of the Product or the total of the relevant Order.
Consequently, it cannot extend in any case to:
- damages due to the Buyer's failure to meet its own obligations;
- indirect, special, and immaterial damages, notably operational risks such as (i) loss of profits, (ii) loss of opportunity or lost earnings, (iii) loss of turnover, (iv) loss of use of software or data, (v) harm to image and reputation.
The Buyer guarantees the waiver of recourse from its insurers against JLR or its insurers beyond the limits and for the exclusions set forth above.
ARTICLE 9 - MISCELLANEOUS
9.1 JLR reserves the right to subcontract all or part of an Order.
9.2 Unless expressly agreed otherwise, the Buyer may not transfer or assign the Order without the written consent of JLR. JLR reserves the right to assign the Order to its affiliated companies, the term "affiliated" being defined as any company (i) controlled by, (ii) having control over, or (iii) under the common control of JLR.
9.3 JLR's failure to enforce one or more provisions of these General Terms and Conditions of Sale, at one or more times, shall not be construed as a waiver of its right to enforce them subsequently.
9.4 It is expressly agreed between the parties that the cancellation of part of the provisions of these General Terms and Conditions of Sale shall not affect the validity or effect of the other clauses or provisions.
ARTICLE 10 - FORCE MAJEURE
Neither party shall be liable in any way for any delay in the performance of its obligations due to a Force Majeure event. Force Majeure refers to all unavoidable events preventing the full or partial execution of obligations arising from these terms, such as strikes, lockouts, inability to obtain or substantial increases in the cost of raw materials, energy, labor, breakdowns of machinery necessary for manufacturing, defaults by subcontractors, acts of war, terrorist activities, riots, fires, natural disasters, epidemics, compliance with laws or regulations in force issued by a government or other competent administrative authorities. Consequently, JLR may delay or cancel all or part of the order whose execution has been suspended, excluding any compensation.
ARTICLE 11 - PRESCRIPTION
Any action by the Buyer under these General Terms and Conditions of Sale must be initiated within a maximum period of two (2) years from the occurrence of the triggering event.
ARTICLE 12 - ELECTION OF DOMICILE
The parties elect domicile at their respective registered offices.
ARTICLE 13 - ENVIRONMENT
The Buyer must strictly comply with JLR's recommendations on waste treatment and the return of Products, as described in the applicable documentation.
ARTICLE 14 - ASSIGNMENT OF JURISDICTION
These General Terms and Conditions of Sale are governed by French law, excluding French private international law and the United Nations Convention on Contracts for the International Sale of Goods ("Vienna Convention" of 1980) and the Hague Convention of July 1, 1964.
The Court of Lisieux, France, has exclusive jurisdiction.