GENERAL CONDITIONS OF SALE AND DELIVERY
Article 1: Validity
These general conditions apply for all sales or services provided by the company ACT IMPOR GROUP, located 681 avenue de la République 3rd floor 59800 Lille, registered in the Lille Trade and Companies Register under number 492 670 575. The validating a quote or requesting an order implies full and unreserved acceptance of these general conditions.
In accordance with article L 441-6 of the Commercial Code, these general conditions constitute the basis of commercial relations between ACT IMPOR GROUP and its Customer, and no general conditions of the Customer can prevail over these.
Any special conditions and / or derogations from these will only apply if they have been the subject of an addendum to these general conditions.
In case of difficulty of interpretation or contradiction between these conditions and another contractual document (estimate, contract …), the application of the general conditions will be excluded with regard to the point concerned only.
ACT IMPOR GROUP may modify these general conditions.
The general conditions in force at the time of the order will be applied.
Article 2: Prices
The prices actually applied are those in force on the day of the order, except in the case of an estimate issued and accepted by the Customer. Our prices are net, excluding taxes. Any increase in duties, taxes, taxes and stamps, subsequent to the conclusion of the order, is the responsibility of the Customer, even in the case of “duty paid” sales
Unless otherwise stipulated in the terms of acceptance of the order, prices are always understood to be “DDP” according to the 2010 Incoterms of the International Chamber of Commerce.
The goods are delivered to the buyer, cleared for import and not unloaded on the arrival of any transport vehicle at the agreed destination. The seller must bear all the costs and risks of transporting the goods there, including, where applicable, any “right” to import into the country of destination.
Article 3: Time limits
The delivery times given are for information only. Due to the peculiarities linked to the activities of the company ACT IMPOR GROUP, any delay will not give rise to payment of damages, penalties, and / or cancellation of orders in progress, unless this is specifically stipulated on the quote and or validated orders. The specially agreed delivery times run only from the date of confirmation of the order.
Article 4: Delivery
Unless otherwise stipulated agreed with the Customer in the acceptance of the order, the products are deemed to be delivered “DDP” (Incoterms 2010 of the International Chamber of Commerce) by the company ACT IMPOR GROUP. The products therefore travel at the risk of the company ACT IMPOR GROUP until unloading at the agreed place of destination. It is therefore up to the Customer to take all measures in the event of damage or missing items to safeguard the rights of the parties vis-à-vis the carrier. To this end, the Customer will notify any damage apparently on the consignment note of the carrier and will confirm to the latter by registered letter with acknowledgment of receipt the apparent damage observed within 3 days of delivery (article L 133-3 of the commercial code ) and within 7 days for non-apparent damage resulting from transport. A copy of these letters will be sent to ACT IMPOR GROUP. Otherwise, the Customer may not claim ACT IMPOR GROUP or the transporter for any damage whatsoever for missing or damaged items resulting from the transport. When it comes to special manufacturing, ACT IMPOR GROUP reserves the right to deliver ten percent (10%) more or less than the quantities originally ordered. The post-production of a missing quantity may not be required. ACT IMPOR GROUP reserves the possibility of partial staggered deliveries.
Article 5: Guarantees
The products sold by the company ACT IMPOR GROUP benefit from a guarantee against hidden defects for a period of three months following the receipt of the products by the Customer.
It will be up to the Customer to demonstrate the defects or anomalies noted.
Any return of goods requires the prior written consent of ACT ’IMPOR. The Customer will allow ACT IMPOR GROUP to note the said defects.
Beyond the aforementioned warranty periods, the company ACT IMPOR GROUP cannot accept complaints concerning the quality of the products delivered.
No complaint will be accepted if the products have been transformed or generally are no longer in the state in which they were delivered, as soon as the defects or manufacturing defect which is the subject of the complaint could be detected before the use or processing of the goods. In all cases, the warranty obligation of the company ACT IMPOR GROUP is limited to the free replacement of the goods recognized as defective, with the exception of any other request, in particular for damages for direct or indirect damages.
Article 6: Obligations and responsibilities
The company ACT IMPOR GROUP is subject to an obligation of means in the context of the provision of its services.
For technical reasons, a slight variation in color, format or finish cannot give rise to any dispute.
The COMPANY ACT IMPOR GROUP cannot, in any case, be held responsible for the deterioration, destruction, loss, or theft of documents entrusted by the customer with a view to carrying out the agreed service.
In the event of damage caused by the product sold, ACT IMPOR GROUP cannot be held liable for indirect damage. With regard to direct damages, its responsibility cannot be engaged beyond the amount corresponding to the turnover generated with the client over the last 3 months.
Article 7: Intellectual property rights
It is the Customer’s responsibility to ensure that he owns all intellectual property rights when he requests ACT IMPOR GROUP to reproduce an object or creation.
In this hypothesis, the Customer will guarantee ACT IMPOR GROUP from any condemnation on the occasion of an action in claim of an intellectual property right by a third party, as well as on the occasion of any action in parasitism or in unfair competition.
The Client agrees to reimburse ACT ‘IMPOR, on first request, for all of the costs it has incurred in order to defend itself.
The copyright or any other intellectual property right arising from a creation or invention of the company ACTIMPOR remains the property of the latter, unless otherwise stipulated which would be indicated on other contractual documents (estimate or contract) . The use of these creations or inventions will be carried out within the limits provided for in the contract.
All projects, models, tests, prototypes and recommendations established by the company ACT IMPOR GROUP remain its exclusive property, and could not be used without its express agreement.
Article 8: Retention of title clause
The company ACT IMPOR GROUP reserves the ownership of the goods delivered until their full payment. In the event of total or partial non-payment of the price and its accessories on the agreed due date for whatever reason and for whatever reason, ACT IMPOR GROUP is already authorized by the Customer to have a inventory of all the goods belonging to him, either in a contradictory manner, or by being assisted by a bailiff.
Delivered and unpaid products may be claimed even in the event of collective proceedings. It is expressly agreed that the retention of title guarantee is carried over to products still in stock.
Article 9: Billing and payment
The invoicing and payment conditions are indicated on the quotes or contracts related to the services provided. Otherwise, the invoice is payable upon receipt. Any amount not paid at maturity will automatically entail:
– the exigibility, without the need for formal notice, of late payment penalties calculated on the sums due corresponding to the interest rate applied by the European Central Bank to its most recent refinancing operation increased by 10 percentage points.
– the immediate exigibility of the totality of the debt in the event of installments the immediate exigibility of all the invoices not yet due.
– The invoicing of an additional recovery indemnity of 40 euros will then be immediately payable without prejudice to any additional recovery costs which may be invoiced to the Customer.
Article 10: Force Majeure circumstances
In the event of an event of force majeure as defined by article 1218 of the Civil Code and case law, the contract will be temporarily suspended.
If the event of force majeure should prevent the definitive completion of the contract and last beyond a period which justifies termination, the parties will be released from their obligations.
Article 11: Unforeseen
In the event of an unforeseeable event during the conclusion of the contract / order making its execution costly for one of the parties, the latter will approach one another in order to reach an agreement which will rebalance the commercial relations
The application of this improvisation clause will be made according to the modalities defined in article 1195 of the civil code.
Article 12: Jurisdiction clause / Applicable law
These general conditions are subject to French law.
In the event of litigation or dispute, only the jurisdictions depending on the registered office of the company ACT IMPOR GROUP will be competent, even in the event of call in guarantee or plurality of defendants