GENERAL TERMS AND CONDITIONS OF SALE
ARTICLE 1 - PURCHASER’S PURCHASE CONDITIONS
Any order placed by the Purchaser (hereinafter the “Order”) automatically implies acceptance of these general terms and conditions of sale, including the retention of title clause, and constitutes a waiver by the Purchaser of its own purchasing terms and conditions, even if the Purchaser has sent Jean Louis Richard (hereinafter “JLR”) any documents containing provisions identical to this article and/or provisions that are contrary or symmetrical to the following.
These General Terms and Conditions of Sale shall prevail over any other general or special terms and conditions not expressly accepted by JLR. In the event of a conflict between an accepted quotation and these Terms, the provisions of the quotation shall prevail over any conflicting provisions of these GTCS.
ARTICLE 2 - ORDER ACCEPTANCE
JLR is only bound by verbal or written Orders that are confirmed in writing by JLR.
Any Order not rejected by JLR within five days of its receipt shall be considered accepted by JLR. Any cancellation of an accepted Order by the Purchaser shall entitle JLR to retain the deposit paid by the Purchaser.
JLR may also claim from the Purchaser full compensation for all direct and indirect costs incurred for the execution of the Order, including costs of any orders placed with third parties that JLR must cancel, and any penalties JLR may have to pay to said third parties as a result of the Purchaser’s cancellation.
ARTICLE 3 - PRICE
Unless expressly agreed otherwise, prices are those listed in JLR’s price list at the date of the Order or as agreed between the Parties. Unless expressly stated otherwise, prices are inclusive of all taxes. Transport is subject to Incoterms rules.
Unless a discount agreement has been made between JLR and the Purchaser, no discount shall apply in case of early payment.
ARTICLE 4 - PAYMENT
4.1 Unless expressly agreed otherwise, payments shall be made as follows:
100% upon Order.
4.2 No payment retention or unilateral deductions shall be made by the Purchaser for any reason whatsoever.
4.3 In case of late or partial payment, the amounts due shall automatically bear interest at a rate equal to the European Central Bank’s most recent refinancing rate, increased by 12 percentage points.
4.4 Product deliveries or service performance will be suspended until full payment of all amounts due, including applicable interest. These penalties are automatically due without prior notice.
4.5 If (a) payments are not made on time for reasons not attributable to JLR and/or (b) changes in the Purchaser’s legal capacity or professional activity, transfer, lease or contribution of its business, pledge on its assets, or (if a company) any changes to its directors, legal form or financial situation adversely affecting the Purchaser's creditworthiness occur, then all amounts owed by the Purchaser to JLR, regardless of the agreed payment terms, become immediately due without any formal notice from JLR.
4.6 For contracts involving services, any delay or interruption not caused by JLR will result in additional costs (including overtime), which will be added to the contract price and invoiced to the Purchaser.
4.7 If the Purchaser has previously failed to meet its obligations (e.g., delayed or missed payment), JLR may refuse to sell unless satisfactory guarantees are provided or full payment is made in advance.
4.8 In accordance with Article L441-10 of the French Commercial Code, a fixed recovery charge of €40 will be due in the event of late payment.
ARTICLE 5 – DELIVERY
5.1 JLR will make every effort to meet delivery deadlines. However, delays do not entitle the Purchaser to cancel the Order or reject the Products; the Purchaser waives any compensation claim for delivery delays of less than forty-five (45) business days.
5.2 Unless expressly agreed otherwise, delivery takes place when the Products are made available by JLR at the location indicated to the Purchaser. If the Purchaser fails to take delivery at the agreed place and date, the Purchaser must still pay as agreed, and the Products will be stored and handled at the Purchaser's cost and risk.
5.3 Unless expressly agreed otherwise, Products travel at the Purchaser's risk. In case of delay, damage, or partial or total loss, it is the Purchaser's responsibility to make claims, and JLR shall not be held liable. The Purchaser must insure the Products upon delivery by JLR, in accordance with the applicable Incoterm.
ARTICLE 6 – CLAIMS – PRIOR AGREEMENT REQUIRED FOR RETURNS OR SERVICE CANCELLATION
6.1 Unless expressly agreed otherwise, claims regarding the characteristics, quantity, or weight of delivered Products or service performance must be made in writing within five (5) days of delivery.
6.2 No Product may be returned without JLR’s prior written consent. Returns must be made to the location indicated by JLR at the Purchaser’s cost and risk. Any Product returned without prior written approval will be held at the Purchaser’s disposal, at their own expense and risk.
6.3 In any case:
(I) each allegedly defective or non-conforming Product must be accompanied by a note explaining the reason for the return;
(II) unless otherwise agreed, Products must be returned in their original packaging in good condition;
(III) the Product must not have suffered any damage, modification, or movement (in case of fixed products).
If any of these conditions are not met, JLR shall be automatically released from any warranty obligation toward the Purchaser or their successors.
6.4 JLR reminds that the legal warranty for hidden defects, as provided in Articles 1641 and following of the French Civil Code, may apply unless expressly agreed otherwise.
ARTICLE 7 - RETENTION OF TITLE
7.1 JLR sells under retention of title. JLR retains ownership of all Products delivered until full payment of all amounts due under Article 4 above, it being understood that the mere delivery of a promissory note does not constitute payment. The Purchaser, as custodian, is liable for any damage or loss after delivery and shall take all necessary measures, at its own expense, to ensure the Products can be identified at all times. The Purchaser also agrees to insure the Products in accordance with Article 5.3.
7.2 JLR reserves the right to reclaim all or part of the Products in the event of non-payment or in the cases set forth in Article 7.3. The Purchaser agrees to return such Products to JLR, at its own expense, upon first request. If the Products are obsolete or damaged, depreciation will be taken into account in determining the remaining debt.
7.3 In case of insolvency, cessation of payments, or commencement of any bankruptcy or legal restructuring process, or out-of-court settlement, the Purchaser must immediately inform JLR and promptly compile, at its own cost, a complete and accurate inventory of the Products in its possession to enable enforcement of this retention of title clause.
7.4 In the cases referred to in Articles 7.2 and 7.3, the Purchaser is prohibited from selling the Products without JLR’s prior written consent.
7.5 JLR may claim from sub-purchasers the price or portion of the price of the Products sold under retention of title that remains unpaid or unsettled. To exercise this right, the Purchaser agrees to promptly provide JLR, upon request, with all useful information or documents regarding its sub-purchasers (identity, quantities sold, payment methods and terms, invoices, sales journal, etc.).
7.6 This retention of title clause remains valid for the entire duration of the commercial relationship between JLR and the Purchaser, for all Products of any brand or type, past or future.
7.7 Placing an Order with JLR constitutes the Purchaser’s unconditional acceptance of this retention of title clause.
7.8 This clause is an essential condition without which JLR would not have agreed to contract with the Purchaser, who expressly acknowledges this.
ARTICLE 8 - LIMITATION OF LIABILITY
The Purchaser acknowledges that JLR’s liability is limited to direct, material damages and in any case shall not exceed 30% of the tax-exclusive price of the Product or total Order in question.
Accordingly, JLR’s liability shall in no event cover:
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damages arising from the Purchaser’s own failure to fulfill obligations;
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indirect, special, immaterial or consequential damages, including (i) lost profits, (ii) loss of opportunity or earnings, (iii) loss of revenue, (iv) loss of software, data or equipment use, (v) harm to the image, reputation or goodwill of the Purchaser or third parties.
The Purchaser shall indemnify JLR against any claim or action brought by its insurers or third parties beyond the liability limits set forth herein.
JLR shall also not be liable for damages arising from inappropriate use of Products, unauthorized modifications, or failure to follow technical or documentary instructions.
ARTICLE 9 - MISCELLANEOUS
9.1 JLR expressly reserves the right to subcontract all or part of the execution of an Order without modifying its obligations to the Purchaser.
9.2 Unless expressly agreed otherwise in writing, the Purchaser may not assign or transfer the Order or related rights and obligations without JLR’s prior written consent.
JLR reserves the right to assign all or part of its rights and obligations arising from the Order to its affiliated companies. “Affiliate” refers to any company controlled by, controlling, or under common control with JLR, directly or indirectly.
9.3 JLR’s failure to immediately or occasionally enforce any provision of these General Terms and Conditions of Sale shall not be construed as a waiver of its right to enforce such provision at a later time.
9.4 If any provision of these Terms is deemed null or unenforceable, such invalidity shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.
ARTICLE 10 - FORCE MAJEURE
Neither Party shall be held liable for delays or failure to perform due to a force majeure event as defined under French law, including, without limitation: strikes, lockouts, transport blockages, shortage or significant price increases of raw materials, technical failures, subcontractor default, acts of war, terrorism, riots, fire, natural disasters, epidemics, and any administrative or legal measure preventing the normal performance of the contract.
The affected Party must notify the other Party in writing as soon as possible, specifying the nature and expected duration of the event.
JLR may suspend or cancel all or part of the affected Order without the Purchaser being entitled to any compensation.
ARTICLE 11 - TIME LIMITATION
Any action or claim by the Purchaser in connection with these Terms must be brought within two (2) years from the date of the event giving rise to the claim.
After this period, the claim shall be inadmissible.
ARTICLE 12 - DOMICILE
For the execution of these General Terms and any related acts, the Parties elect domicile at their respective registered offices.
ARTICLE 13 - ENVIRONMENT
The Purchaser agrees to strictly comply with JLR's recommendations and obligations regarding the handling of waste generated by the Products and their possible return, as specified in the applicable legal and contractual documentation.
The Purchaser must ensure compliance with the applicable environmental, safety, and waste management regulations.
ARTICLE 14 - JURISDICTION
These Terms are governed by French law, excluding conflict of law rules, the United Nations Convention on the International Sale of Goods (CISG – Vienna Convention 1980), and the Hague Convention of July 1, 1964.
In case of any dispute concerning the interpretation, performance, or validity of these Terms, the exclusive jurisdiction shall lie with the Judicial Court of Lisieux, France, notwithstanding multiple defendants or third-party proceedings.
ARTICLE 15 - COMPLIANCE WITH APPLICABLE LAW
These General Terms and Conditions are drafted in compliance with the applicable legal and regulatory provisions.
No clause shall limit or exclude JLR’s liability in cases where the applicable law expressly prohibits such limitation or exclusion.
If any provision contravenes a mandatory rule, it shall be deemed unwritten without affecting the validity of the remaining clauses.
The Purchaser acknowledges that these Terms do not override any mandatory legal rights, especially those related to consumer protection or mandatory product safety rules.