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GENERAL TERMS AND CONDITIONS OF SALE

I. SCOPE OF APPLICATION

In accordance with article L 441-1 of the French Commercial Code, the present general terms and conditions of sale constitute the sole basis of the commercial relationship between the parties. Their purpose is to define the conditions under which ALM INTERNATIONAL (hereinafter also referred to as the "Supplier") supplies professional Purchasers (hereinafter referred to as the "Purchasers" or "Purchaser") who request it, by any means made available by the Supplier, with products and/or services marketed by the latter (hereinafter referred to as "Products"). They shall apply without restriction or reservation to all sales concluded by the Supplier with Purchasers of the same category, regardless of the clauses that may appear in the Purchaser's documents, and in particular its general purchasing conditions. In accordance with the regulations in force, these General Terms and Conditions of Sale are systematically communicated to any Purchaser who requests them, to enable him to place an order with the Supplier. They shall also be communicated to any distributor prior to the conclusion of a single agreement as referred to in Article L 441-3 of the Commercial Code, within the legal deadlines. Any order of Products implies, on the part of the Purchaser, the acceptance of these General Conditions of Sale. The information in the Supplier's catalogues, brochures and price lists is given for information only and may be revised at any time. The Supplier shall be entitled to make any changes it deems necessary.
In accordance with the regulations in force, the Supplier reserves the right to derogate from certain clauses of these General Terms and Conditions of Sale, depending on the negotiations conducted with the Purchaser, by drawing up Special Terms and Conditions of Sale.

II. ORDERS - TARIFS

2-1 It is the responsibility of the Purchaser who wishes to place an order to contact the Supplier.
Orders must be confirmed in writing by the Purchaser either by sending the Supplier an order form or by returning to the Supplier a commercial proposal (known as a price offer, commercial proposal or quotation) or a Proforma duly completed, dated and signed by the Purchaser.
The acceptance of the order shall be confirmed in writing by the Supplier.
Sales shall only be perfected after express written acceptance of the Purchaser's order by the Supplier, who shall in particular ensure the availability of the products requested, materialised by the Supplier sending the Purchaser a written confirmation.

2-2 Any order confirmed by the Purchaser and transmitted to the Supplier is firm, final and cannot be modified.

2-3 In the event of cancellation of the order by the Purchaser after its acceptance by the Supplier, for any reason whatsoever other than force majeure, a sum corresponding to 100% of the total price (excluding VAT) of the Products shall be acquired by the Supplier and invoiced to the Purchaser, by way of damages, as compensation for the loss thus suffered.

2-4 The products are supplied at the Supplier's prices in force on the day the order is placed, and, where applicable, in the specific commercial proposal sent to the Purchaser. These tariffs are firm and non-revisable during their period of validity, as indicated by the Supplier. These prices are net and exclusive of VAT, and according to the applicable ICC 2020 Incoterms referred to in the order (any additional charges must be mentioned on the order).
These prices are denominated in Euros or US Dollars and cannot be changed once accepted by the Purchaser.
Special pricing conditions may be applied according to the specificities requested by the Purchaser concerning, in particular, the terms and conditions of delivery or the terms and conditions of payment. A special commercial offer will then be sent to the Purchaser by the Supplier.

III. PAYMENT CONDITIONS

The terms of payment and invoicing are set out in the order form, the commercial proposal (known as a price offer, commercial proposal or quotation) or the proforma invoice accepted by the Purchaser and confirmed by the Supplier. In the absence of any indication of the terms of payment in the Commercial Proposal, the quotation or the Proforma, the price is payable in full on the day of confirmation of the order by the Purchaser.
Payments made by the Purchaser shall not be considered final until the Supplier has actually collected the amounts due.
In the event of late payment and payment of the sums due by the Purchaser beyond the deadline set, and after the payment date appearing on the invoice sent to the Purchaser, penalties, calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points (in accordance with the provisions of Article L 441-10 I of the French Commercial Code), of the amount inclusive of tax of the price appearing on the said invoice, shall be automatically and by right acquired by the Supplier from the first day of delay and until full payment of the debt in question, without any formality or prior formal notice.
Late payment shall result in all sums due to the Supplier becoming immediately payable, without prejudice to any other action that the Supplier may be entitled to take against the Purchaser in this respect.
Unless expressly agreed by the Supplier, payment of the price must be made by the Purchaser. Any payment made by a third party will be systematically rejected and the payment will only be considered as definite once the sums have been received exclusively from the Purchaser.
In the event of non-compliance with the above payment conditions, the Supplier also reserves the right, at its sole discretion, to suspend or cancel the delivery of orders in progress and/or to suspend the performance of its obligations and/or to reduce or cancel any discounts granted to the Purchaser.
Finally, a fixed indemnity for collection costs in the amount of 40 euros shall be due, automatically and without prior notification to the Purchaser, in the event of late payment. The Supplier reserves the right to request additional compensation from the Purchaser if the collection costs actually incurred exceed this amount, upon presentation of the supporting documents (in accordance with Article L441-10 II of the Commercial Code).
Retention of ownership clause: The Supplier shall retain ownership of the Products sold until full payment of the price in principal and accessories has been made by the Purchaser, allowing him to repossess the Products.
Failure to pay any of the instalments may result in the products being reclaimed. Any advance payment made by the Purchaser shall remain the property of the Supplier by way of lump-sum compensation, without prejudice to any other action that the Supplier may be entitled to take against the Purchaser as a result.
On the other hand, unless otherwise agreed between the parties by means of a specific and derogatory stipulation in the order form, the commercial proposal/proforma and subject in particular to the applicable Incoterms ICC 2020, the risk of loss and deterioration of the Products, as well as the liability for any damage they may cause, shall be transferred to the Purchaser upon delivery of the ordered products.
The Purchaser therefore undertakes, at its own expense, to insure the ordered products for the benefit of the Supplier, unless otherwise agreed between the parties by means of a specific and derogatory stipulation in the order form, the commercial proposal/proforma and subject in particular to the applicable ICC 2020 Incoterms, by means of an ad hoc insurance policy, until full transfer of ownership, and to provide proof of this to the Supplier at the time of delivery. Failing this, the Supplier shall be entitled to delay delivery until such proof is presented.
The Purchaser is entitled to resell the delivered goods in the normal course of business. He may not pledge them or transfer ownership by way of security. In the event of resale, he undertakes to pay the remaining part of the price to the Supplier immediately. The Products must be resold in the chronological order of the Supplier's deliveries. Consequently, the products in stock shall be deemed to relate to the Supplier's outstanding invoices. If, under the special terms and conditions of sale, the Purchaser is authorised to process the delivered product in the normal course of business, ownership of the product resulting from the processing shall be deemed to have been transferred to the Supplier for the purpose of securing until full payment of the part of the price still due. In the event of seizure or any other intervention by a third party, the Purchaser is obliged to notify the Supplier immediately, the authorisation being automatically withdrawn in the event of receivership, judicial liquidation or any other bankruptcy proceedings affecting the Purchaser.
No discount shall be granted by the Supplier for payment before the date shown on the invoice or within a period shorter than that mentioned in these General Terms and Conditions of Sale.

IV. Discounts, Rebates and Drawbacks

The Purchaser may benefit from the discounts and rebates appearing in the Supplier's price lists, depending on the quantities purchased or delivered by the Supplier at a single time and place, or on the regularity of its orders.

V. DELIVERY

The Products purchased by the Purchaser shall be delivered within the indicative period specified in the Order as from the receipt by the Supplier of the relevant commercial proposal/proforma/purchase order duly signed and accompanied by the amount of the deposit due on that date, if any. These deadlines are not mandatory. The Supplier shall endeavour to comply with them. However, these depend on the availability of the Products, the reference logistics times in the profession and the times linked to the intervention of each service provider in the logistics chain.
Any delay in relation to the indicative delivery times initially planned shall not justify the cancellation, even partial, of the order placed by the Purchaser or any compensation payable by the Supplier, nor shall it give rise to claims for credit, penalties or damages.
Delivery shall be made to the place agreed under the terms of the commercial proposal or proforma (as the case may be) accepted by both parties, by notice of availability to the Purchaser, with the Goods travelling in accordance with ICC Incoterms 2020 applicable to the order.
The Purchaser is required to check the apparent condition of the products upon delivery. It is the responsibility of the Purchaser, in the event of damage to the Products delivered, shortages or apparent defects, to make all necessary reservations to the carrier within three working days following receipt of the Products, and to inform the Supplier in writing.
Without prejudice to the measures to be taken with regard to the carrier, claims relating to non-conformity or apparent defects must be formulated and brought to the attention of the Supplier within seven (7) days of receipt of the Products. In the absence of reservations or claims expressly formulated in writing and accompanied by the delivery slip, by the latter, within a period of seven (7) calendar days as from the delivery and receipt of the Products ordered, the Products delivered by the Supplier shall be deemed to be in conformity with the order in terms of quantity and quality.
No claim can be validly accepted for non-compliance with these formalities by the Purchaser.
The Supplier shall reimburse as soon as possible the delivered Products whose lack of conformity has been duly proven by the Purchaser.

VI. Transfer of ownership - Transfer of risk

The transfer of ownership of the Products to the benefit of the Purchaser will only take place after full payment of the price by the latter, regardless of the date of delivery of said Products. However, the risk of loss and deterioration of the products shall pass to the Purchaser in accordance with the ICC 2020 Incoterms defined in the commercial proposal / Proforma accepted by both parties.

VII. Supplier's liability - Warranty

The Supplier guarantees the products delivered under the conditions and within the limits of the guarantee of its own Suppliers.
Depending on the particular conditions, the Products delivered by the Supplier may benefit from a contractual guarantee which will be specified, where applicable, in the commercial proposal/proforma, covering the non-conformity of the Products with the order and any hidden defect, resulting from a material, design or manufacturing fault affecting the Products delivered and rendering them unfit for use.
The warranty forms an inseparable whole with the Product sold by the Supplier. This guarantee is limited to the replacement or reimbursement of Products that do not conform or are affected by a defect.
Any warranty is excluded in case of misuse, non-compliance with storage rules, negligence or lack of maintenance on the part of the Purchaser, as well as in case of normal wear and tear of the Product or force majeure. Similarly, the Product sold or resold altered, transformed or modified will no longer benefit from any guarantee. In order to assert its rights, the Purchaser shall, on pain of forfeiture of any action relating thereto, inform the Supplier in writing of the existence of the defects within a maximum period of seven days as from their discovery. In the event of a proven defect or fault, the Supplier shall decide whether to replace, reimburse or repair the Products or parts under warranty that are found to be defective in accordance with the instructions of its Suppliers. The replacement of the defective Products shall not have the effect of extending the duration of the above-mentioned guarantee. In any event, in the event that the Supplier is held liable, the Supplier's guarantee shall be limited to the amount paid by the Purchaser for the supply of the Products, the Purchaser waiving any recourse beyond this amount. The warranty shall not apply if the Products have been subject to abnormal use, or have been used in conditions other than those for which they were manufactured, in particular in the event of non-compliance with the conditions prescribed in the instructions for use. Nor does it apply in the event of deterioration or accident resulting from impact, dropping, negligence, lack of supervision or maintenance, failure to comply with storage rules or in the event of transformation of the Product.
The Products may not be returned to the Supplier without the latter's written consent. All costs inherent to the return and restitution of the products are to be borne by the Purchaser.
Finally, this guarantee shall not apply to apparent defects and lack of conformity, which the Purchaser must invoke under the conditions of Article V.

VIII. CONFIDENTIALITY

The Purchaser shall treat as confidential all information communicated to it by the Supplier concerning the Product, and in particular its specifications, characteristics, composition, ownership, formulations, etc., and shall therefore refrain, for a period of ten years from the said communication(s), from disclosing the same on any account, in any form and to any person whatsoever, unless it has been expressly authorised to do so in writing by the Supplier and strictly within the limits of the authorisation thus given by the Supplier.

IX. CHANGE IN THE Purchaser'S FINANCIAL SITUATION

In the event of any change in the Purchaser's financial situation, the Supplier reserves the right to demand from the Purchaser, by simple formal notice, such guarantees as it may deem reasonable to ensure the proper performance of his commitments. The Supplier reserves the right to terminate all current contracts with it if the requested guarantees have not been provided within eight days of the notice of default.

X. RESOLUTION

In the event of non-performance of all or part of its obligations by one of the parties, the contract shall be automatically terminated in favour of the other party, without prejudice to any damages that may be claimed from the defaulting party. The cancellation will take effect one month after the sending of a letter of formal notice which has remained unsuccessful, unless expressly waived in the special conditions.

XI. FORCE MAJEURE

If, as a result of force majeure or health or climatic hazards beyond the control of the parties, the Supplier is obliged to interrupt its supplies, the performance of its contract with the Purchaser shall be suspended for the time during which it is unable to make deliveries.
As soon as the impediment due to force majeure ceases, the obligations of the contract shall resume.
If the period of suspension exceeds sixty (60) days, the contract between the Supplier and the Purchaser may, unless otherwise agreed between the parties, be terminated by the Supplier, without the Purchaser being entitled to claim any damages.
In any case, the Supplier would be exonerated from any liability.
Is considered as a case of force majeure any event, of any nature whatsoever, beyond the reasonable control of the Supplier or the Purchaser, such as in particular the fact of the carrier or the manufacturer of the Products, war, natural disasters or climatic difficulties, political crises, acts of terrorism, pandemics, stoppage or interruption of means of transport whatever the cause, strikes or lockouts in industries or businesses of essential products and not substitutable and contributing to the production of the Products, the existence of legal or regulatory provisions affecting the production or distribution of the Products.

XII. PENAL CLAUSE

If the Purchaser fails to perform any of its commitments and/or obligations towards the Supplier, and after formal notice by registered letter with acknowledgement of receipt giving it a final period of eight (8) days from receipt to perform its commitments and/or obligations, which has remained unsuccessful, the Purchaser shall automatically be liable to pay a sum equal to 10% (ten per cent) of the price excluding VAT of the order by way of lump-sum compensation, without prejudice to any additional damages.

XIII. APPLICABLE LAW - LANGUAGE OF THE CONTRACT

By express agreement between the Parties, the present General Terms and Conditions of Sale and the purchase and sale operations arising from them are governed by French law. They are written in French. In the event that they are translated into one or more languages, only the French text shall be binding in the event of a dispute.

XIV. LITIGATION

All disputes to which this contract may give rise, concerning its validity, interpretation, execution, termination, consequences and consequences, shall be submitted to the Commercial Court of Dijon.

XV. ACCEPTANCE BY THE Purchaser

These general terms and conditions of sale are expressly approved and accepted by the Purchaser, who declares and acknowledges that he/she is fully aware of them, and therefore waives the right to rely on any contradictory document, in particular his/her own general terms and conditions of purchase.

XVI. ETHICS AND COMPLIANCE

The Purchaser undertakes to comply with and to require its co-contractors to comply with

In the event of a breach by the Purchaser of the provisions of this Article, the Supplier reserves the right to terminate the contract with immediate effect, without prejudice to its other rights and remedies hereunder or at law. The Purchaser shall defend, indemnify and hold harmless the Supplier from and against all claims, demands for damages, losses, penalties, costs and expenses of whatever nature arising out of a breach of the provisions of this Article by the Purchaser and/or its co-contractors.

 

ALM INTERNATIONAL
Head office: 13 Avenue du Général Mazillier 21140 Semur-en-Auxois - FRANCE
Phone: +33 (0) 3 80 97 36 29 - info@alm-inter.com - www.alm-inter.com
SIRET : 315 734 483 000 86 - R.C.S. Dijon : 315 734 483 - APE : 4675Z - Intra-Community VAT number: FR 133 157 344 83 - Capital: 3 000 000 €