TERMS AND CONDITIONS OF SALE
1 – Our sales are subject to these standard terms and conditions, which prevail over any terms and conditions of purchase, unless we formally and expressly provide otherwise.Therefore, the act of placing an order implies that the purchaser fully and unconditionally agrees to these terms and conditions of sale, excluding any other documents, such as flyers, catalogues, and technical and advertising documentation issued by the vendor, which are not of a contractual nature and therefore cannot be considered to be a firm offer.No special conditions may prevail over the standard terms and conditions of sale, unless formally accepted by the vendor in writing. Therefore, any contrary terms and conditions stipulated by the purchaser shall not be binding on the vendor, regardless of the point at which they may have been brought to the latter’s attention, unless expressly agreed to.
2 – Any orders accepted or commitments undertaken by us, our agents or our representatives shall only be binding on us once we have confirmed in writing. The purchaser, on the other hand, is irrevocably bound by the order, regardless of whether our company has accepted or acknowledged receipt.Any order less than €155, excluding tax, shall be subject to an administrative charge of €10, which shall be added to the invoice amount. Our products are delivered in standard packaging. Any variations shall be automatically adjusted to the closest packaging (smaller or larger).
3 – Right to cancel orders: orders must be placed using our order forms and signed by the client. Orders shall only be accepted once an order confirmation has been issued, indicating in particular the product description and quantities, the delivery and invoice address, the price, terms of payment and the scheduled time slot for delivery. If any changes or total or partial cancellation is requested by the client, such changes or cancellation must be requested in writing, no later than 4 weeks after the order has been placed. Where the order is partially cancelled, this must be notified by letter with acknowledgement of receipt and the client shall be invoiced a cancellation fee according to the following schedule: Cancellation within 30 days following the order: 10% of the order total, excluding tax, shall be invoiced, plus VAT Cancellation within 60 days following the order: 30% of the order total, excluding tax, shall be invoiced, plus VAT Cancellation within 90 days following the order: 50% of the order total, excluding tax, shall be invoiced, plus VAT
4 – The prices indicated in our price lists, catalogues or circulars are for information only. Our prices are calculated on the basis of the estimated value of the exchange rate unilaterally determined by SAS AUPA at the beginning of September for one year. We reserve the right to amend our prices according to variations in the exchange rates affecting our own purchases (including for orders already made but not yet delivered), tax obligations or significant variations in the price of raw materials.
5 – As far as possible, products shall be delivered on the date agreed. However, in the case of events beyond our control, such as lock-outs, any work stoppage, accident or delay in manufacture by our supplier, strikes, delays in shipment of goods, rejection of the product during production, products held at customs, war, riots, requisition, fire, acts of state, floods, etc., our contractual obligations shall be suspended as of right, without any formality required and without us being rendered liable. If the client fails to collect the goods on the date stipulated for delivery, storage fees shall be invoiced.
6 – Warranty: claims concerning the quality of the goods, excluding any dispute relating to transport, must be made immediately upon delivery or collection from our establishment where the claim relates to a patent defect and within 8 days of the said delivery or collection where it relates to a defect not apparent at first glance. Our clients must then return the product to us to be examined after having first obtained a notice of return of goods from us. Without this notice, we refuse to accept these products, even where returned to us; they shall be immediately returned to sender freight collect. Receipt of these goods by our company shall not constitute acknowledgement of the defects claimed by our clients; these products shall be examined, following which we shall decide whether these defects actually exist. If we acknowledge the defects, our warranty shall be limited to replacing the products; we cannot be held liable for any other loss suffered by our clients. Under no circumstances can we be held liable to a greater extent than our own suppliers.
7 – Notwithstanding article 6 above, the goods are transported at the client’s own risk, regardless of the method and conditions of transportation. In the event of loss or damage to the goods or delay in transport, whatever the cause, it is the client’s responsibility to take any useful protective measures, particularly lodging any complaints with the carrier. Article 105 of the French Commercial Code stipulates that in the event of damage, short delivery or lost packages, precise, detailed reservations must be made at the time of delivery and confirmed by letter sent by recorded delivery directly to the last carrier, within no more than 3 days as from receipt of the items transported. NB: details of the damaged or missing items must be noted in the reservations made. Phrases such as “subject to unpacking” have no legal validity. Under no circumstances may non-explicit reservations be accepted by the last carrier or by us.
8 – Subject to the provisions of paragraph 5 above, any claims concerning short deliveries must be made in writing within three days as from receipt of the goods. No claims shall be accepted thereafter.
9 – Goods delivered in accordance with the order shall not be taken back. If the goods do not conform to the order, the purchaser must inform us in writing within eight days as from receipt and make the non-conforming goods available to us in accordance with the instructions given to the purchaser. HOFF Distribution shall pay the delivery fees, provided the value of the delivery items is at least equal to the following amounts, according to the country or region. The deliveries are therefore CARRIAGE PAID in the following cases: -Metropolitan France, excluding Corsica, the metropolitan islands, Spain and Portugal: as from €500. -Corsica, Azores and the metropolitan islands: as from €760, excl. tax. -England, the Canary Islands, Ireland, Scotland, Germany, Austria, Belgium and the Netherlands: as from €1,000. Any other country: please consult us. Any order less than these amounts shall be delivered FREIGHT COLLECT or FREIGHT PREPAID AND INVOICED TO CLIENT. The client shall pay transport costs.
10 – Our invoices are payable in accordance with the terms indicated therein. Our recovered bills of exchange shall not depart from this rule and do not entail novation. Invoices are to be paid within 60 days of the invoice date by cheque or recovered bill of exchange. Failure to meet the due date for any payment shall render any sums still outstanding immediately due, as of right and with any notice being required, and shall, at our discretion, entail the immediate suspension of any delivery. Any sums due or having become payable shall, as of right and without any notice being required, be subject to penalties. The interest rate is that applied by the European Central Bank : 15%.. Il ne sera pas accordé d’escompte pour paiement anticipé. In all circumstances where late payment has occurred, we will be entitled to a compensation of 20% for recovery costs, this is applied on the amount due. Penalties occasioned by such recovery costs will be paid by the customer.
11 – Returns: Any return of unsold products shall not be accepted by the Company. However, as an exception to the foregoing, the Company may exceptionally, where warranted by the desire to maintain and develop the products and relations with the client, agree to consider the possibility of taking back certain unsold products in accordance with the Company’s return procedure. In any case, no return of goods shall be accepted without the express written authorisation of a manager authorised by the Company. Any product returned without this written agreement by the After-Sales Department shall be made available to the client and shall not give rise to a credit note being issued. The risk and expense of returns shall be borne by the client, except where a patent defect is actually found by the Company or its agent, in which case the Company alone shall choose the carrier for the return for which the latter is responsible. Where the return of unsold products is duly agreed to, the credit note shall only be issued for products in their original condition. The credit note shall be issued for the products at the lowest net price, excluding tax, invoiced to the client for the same product, automatically discounted by 10%.
12 – Reservation of title clause:
a – Reservation of title: SAS AUPA retains ownership of the goods sold until payment in full by the purchaser.
b – Authorisation to resell the goods: SAS AUPA authorises the purchaser to resell the goods, provided the purchaser, being merely the depositary of the price, pays the relevant sums once the goods are resold, these sums being henceforth pledged to the vendor, pursuant to article 2071 of the French Civil Code. c – Recovery in the event of default of payment: if the purchaser fails to make payment of even a fraction of the price at the agreed due date, the sale may be rescinded, as of right, eight days after SAS AUPA has sent a notice to pay, by recorded delivery with acknowledgement of receipt, which has remained without effect. SAS AUPA may then recover the goods. In the event of disagreement between the parties as to the conditions of recovering the goods, these conditions shall be laid down in an interim order given by the President of the Commercial Court of Bayonne, who shall, where necessary, appoint an expert to value the goods at the date of their recovery, in order to settle the parties’ accounts, without prejudice to damages that may be claimed from the purchaser for rescission of the contract. d – Protection of property: the purchaser undertakes to immediately inform SAS AUPA of any change in the former’s situation, particularly of any declaration of judicial administration or liquidation of assets, at the date thereof, so that SAS AUPA may, pursuant to the provisions of the Act of 12 May 1980, recover the goods within 4 months as from the publication of the declaratory judgment. The purchaser must also immediately inform SAS AUPA of any threat, action, attachment, requisition, confiscation or any other measure that may put in issue its property rights in the goods. The purchaser’s failure to comply with these provisions shall render the latter liable and shall enable SAS AUPA to rescind the sale by a mere letter sent by recorded delivery with acknowledgement of receipt, to recover the goods still in stock and to refuse to deliver any outstanding orders. e – Allocation of payments: the goods still in the purchaser’s possession shall be presumed to compensate for those not yet paid for. SAS AUPA may recover these goods as damages, up to the amount of the invoices still outstanding. F – Passing of the risk: the risks relating to the goods shall pass to the purchaser upon delivery thereof and for the remaining period for which this clause applies. In particular, the purchaser shall be responsible for any loss, theft or partial or total destruction, regardless of the cause thereof. To that effect, the purchaser shall take out insurance, on behalf of whomever it concerns, covering the risks occurring as from delivery of the goods.
13 – Exceptional deliveries, repairs, orders placed on the websites of our clients:
a)The repair turnover for our products must not exceed 10% of the total turnover achieved with SAS AUPA.
b)Goods repaired are delivered directly by SAS AUPA to end customers, with the agreement and under the responsibility of our clients.
c)The freight charges shall be borne by our client and not by SAS AUPA under any circumstances. d)No claims may be made to SAS AUPA for damage due to transportation. Our client undertakes to inform end customers that they must make any reservations to the carrier at the time of receipt of the package.
e)The overall price shall be increased by 5% for logistics and administrative costs (no special or net price may be applied).
f)Warranties shall be processed by our clients and submitted to SAS AUPA.
14 – CONFERRAL OF JURISDICTION: in the event of any disputes, and as an express exception to the contrary provisions of articles 59, 181 and 420 of the French Code of Civil Procedure, the Commercial Court of Bayonne shall alone have jurisdiction to rule on these disputes, even in proceedings involving several defendants or the introduction of third parties.