1 - GENERAL PRINCIPLES
These General Terms of Sale apply in their entirety to all sales of ARGILETZ products in France for the professional market of RETAILERS.
They prevail over any general terms of purchase or other documents issued by the Client, regardless of the terms; any order sent to ARGILETZ implies unconditional acceptance of ARGILETZ’s prices and these General Terms of Sale. They supersede all previous general terms of sale. All other terms coming from the Client will only be valid if they have clearly been accepted by ARGILETZ beforehand.
The fact that ARGILETZ does not invoke at a given time, any of these General Terms of Sale shall not be construed as a waiver to subsequently enforce any of the said terms.
These General Terms of Sale have been written in French. The French version, which is compliant with the positive law in force, shall prevail over any other translated version.
In the event of any modification of this law, ARGILETZ may well be forced to change the structure of its General Terms of Sale and/or suspend their application.
2 – PRODUCT FEATURES - DEFINITION
The products, which are the subject of this document, are all products made from natural clay by ARGILETZ, along with any other derivative product.
3 – ORDERS
3-1 Placing of orders
Orders are sent by the Client to ARGILETZ by fax, mail or e-mail, unless there is a special derogation. ARGILETZ will confirm orders by return as soon as possible.
3-2 Change or Cancellation of orders
Any change and/or cancellation of product orders can only be, except in cases of force majeure, taken into account by ARGILETZ at its sole discretion and under the following conditions:
-It is made in writing, including by fax,
-It is received by ARGILETZ within 24 hours of placing the order.
In the event that the Client’s request cannot be accepted by ARGILETZ and/or in the event of non-compliance with the procedure described above, the Client agrees to comply with the full amount of the initial order.
5- TRANSFER OF RISKS
From the date of product issuance, as defined in Article 4-1 hereof, the products are in the custody of the Client, who must bear the risks they may suffer or cause, for any reason whatsoever, even in cases of force majeur, fortuitous event or due to a third party.
The Client shall subscribe, to the benefit of ARGILETZ, insurance against risks associated with products from the transfer of the burden of risk to the transfer of ownership.
He will justify the payment of premiums on ARGILETZ’s first request and, as soon as possible, inform it of any event likely to affect the insurance contract.
6 – PRICE
Invoices are issued at the price in force on the date the order is confirmed.
The price includes ARGILETZ packaging. Any special packaging requested by the Client will be charged in addition to this.
All requests calling for a response to a quality questionnaire will be invoiced at a fixed sum of €40 before tax, corresponding to the administrative processing of said request.
Prices exclude tax.
ARGILETZ reserves the right to revise its prices; in this case, prior to the application of the new price, ARGILEZ agrees to inform the Client by any means.
7 – COMPLIANCE - RECEIPT
7-1 Reservations relating to product compliance
Upon receipt of each order, the Client shall systematically accept the products and shall therefore ensure they are of the expected quality.
Any reservation or dispute relating to the products’ compliance must be indicated on the delivery note and be confirmed by fax to ARGILETZ within 8 days after delivery of the products.
ARGILETZ reserves the right to conduct any on-the-spot check. Inter alia, the Client agrees to allow ARGILETZ to conduct or have conducted any findings and/or controls that seem necessary, and in order to do so, he/she will give free access to ARGILETZ.
Only ARGILETZ or any person duly authorised by it may make such checks and inspections.
Failure to comply with these measures, the products will be deemed to be compliant, and the liability of ARGILTEZ may not be entailed, with the Client held liable for any damage due to non-compliance with this procedure.
No product returns will be accepted if they have not been subject to prior express consent from ARGILETZ.
In the event of their return, products must be returned packed and packaged, as they were received on delivery. They must be returned within 8 days of the agreement given by ARGILETZ.
Return risks are borne by the Client. In the event of an obvious defect or a missing item actually recorded by ARGILETZ, and which does not correspond to the specifications described in the order, the Client may only request ARGILETZ to replace non-compliant products and/or to supply the missing products at the latter’s expense, without the Client being entitled to any compensation or damages, or cancellation of the order.
7-3 Damage resulting from transportation
Pursuant to Article L 133-3 of the Commercial Code, in the event of damage and/or missing items delivered by the carrier, the Client must report any reservations to the latter, and confirm them by registered letter with acknowledgment reception or extrajudicial act with the carrier within three days of receipt, and simultaneously by mail to ARGILETZ.
As an independent professional entity, the Customer solely bears the sale of the ordered products.
ARGILETZ cannot in any way take back unsold products for any reason whatsoever.
8 – LIABILITY
The Client undertakes not to implead ARGILETZ in the event of action brought or initiated by a third party for any reason whatsoever, unless the action concerns a manufacturing defect for which ARGILETZ is solely responsible. Any changes or additions – both in the presentation and composition of products – are the client’s sole responsibility. ARGILETZ’s liability may not be sought or invoked after these processing operations. The Client undertakes to comply, under its sole responsibility regarding the products, with the approvals, authorisations and all other procedures required for sale in any country if sold outside France.
Unless it is related to a manufacturing defect, ARGILETZ declines all responsibility in the event of an accident, arising directly or indirectly, to property belonging to the Client or otherwise, or to persons or animals, and caused by the products; or to the products themselves.
9 – PAYMENT
9-1 Payment deadlines
Payment deadlines are set at 30 days from the date of the invoice, unless there are special conditions. ARGILETZ reserves the right to deliver its products after a down payment or prepayment of the invoice without discount, to any new client or to clients who do not provide sufficient financial security, and/or who have already experienced payment problems.
9-2 Means and place of payment
Invoices are paid by cheque, or recovered bills of exchange, payable to ARGILETZ’s headquarters or by bank transfer.
9-3 Time of payment
The payment is deemed to have been made once the funds are made available to ARGILETZ.
9-4 Non-payment - Late payment
If an invoice that is due is not settled, even partially, ARGILETZ reserves the right to claim:
The immediate payment of any amount due, regardless of the payment method used,
Full restitution of products that have not been paid for, provided that they are in perfect condition and not out of date.
The suspension of all current orders and/or their delivery,
Late penalties. The amount of penalties will be calculated by applying to the amounts due a rate of interest that is equal to the interest rate applied by the European Central Bank at the time of its most recent refinancing operation, increased by 10 percentage points.
An amount equal to 15% of the amount of the unpaid invoice as penalties without prior formal notice.
All costs necessary for the application of these provisions will be solely borne by the Client. Pursuant to Article L441-6 of the Commercial Code, as amended by article 121 of the
Act No. 2012-387 of 22 March 2012 on the simplification of the law and administrative requests, the buyer who is in a situation of late payment will pay us a lump sum for recovery which is at least 40 euros, pursuant to Decree No. 2012-1115 dated 2 October 2012.
This lump sum for recovery concerns contracts that are in progress, for which the payment period begins after 1 January 2013.
If the recovery costs are higher than this lump sum, ARGILETZ may request additional compensation for expenses incurred for the recovery of the debt.
10 – TITLE RETENTION CLAUSE
Pursuant to law n° 80-335 of 12 May 1980, the products sold by ARGILETZ will only become the Client’s property after full payment of the amounts due by it, including the price of ancillary services such as transportation costs when these are due.
Only the actual cashing of cheques, recovered bills of exchange or transfers will constitute payment, pursuant to Article 9.
The Client shall, on the first request of ARGILETZ, justify that it has purchased an insurance policy, inter alia, guaranteeing against risks of fire, explosion, theft, flooding, broken machines, and covering all the goods necessary for the performance of its business, including the products it does not own. It agrees to maintain such guarantees until it receives the goods sold.
The Client shall ensure, until the transfer of ownership, that means of identification attached by ARGILETZ onto cartons, boxes and packaging of products, remain in place, in accordance with the terms in the sales documents. ARGILETZ reserves the right to verify by any means of its choice that the Client has complied with the obligations hereunder, without it being able to oppose this verification.
The Client undertakes to inform ARGILETZ of anything that could compromise its ownership right.
The Client shall be obliged to oppose, by all means permitted by law, claims that third parties may make on the products sold through seizure, confiscation or equivalent procedure. It shall, as soon as it becomes aware, notify ARGILETZ to enable the latter to safeguard its interests.
In case of registration of a pledge on the business that the buyer operates, the latter undertakes to inform ARGILETZ and to justify the legal status of the products sold.
The cost of returning products, such as packaging and transportation, are to be borne by the Client.
11 – BRAND OWNERSHIP
The client clearly acknowledges that the “ARGILETZ” brand, which is duly registered, and all its trademarks, brands and logos that are either present or future, which would be derived from or complementary to, are and remain the exclusive property of LABORATOIRE ARGILETZ.
Therefore, the client is formally forbidden, either directly or indirectly, in any country whatsoever and in any class whatsoever, from registering the aforementioned brand.
Likewise, the client is formally forbidden in any country whatsoever and in any class whatsoever, from registering any other brand, domain name and/or distinguishing mark that can be traced to the brand or products from LABORATOIRE ARGILETZ, or would be incidental or derivative, or present a likeness or similarity to, the trade mark or with any distinctive signs used by the LABORATOIRE ARGILETZ within its business.
The client is only authorised to use the “ARGILETZ” brand name after express consent from the LABORATORY ARGILETZ. Otherwise, the LABORATOIRE ARGILETZ reserves the right to seek redress by any means.
12 – FORCE MAJEURE
The following are considered as cases of force majeure, which release the company ARGILETZ from its obligation to deliver within the originally set time limit; strikes of all or part of company personnel or its usual transporters, any changes to regulations, fire, flooding, war, production shutdowns and stock shortages.
In such circumstances, ARGILETZ will notify the Client by any means, whether oral or in writing, including by fax, within 8 days from the date of:
The occurrence of the events, with the contract between ARGILETZ and the Client then being automatically suspended without any compensation payment from the date of the event’s occurrence,
After the termination of the events, the contract shall then come into full force again.
If the event were to last more than 30 days from the date it began, the sales contract entered into by ARGILETZ and its Client may be terminated by the most diligent party without either party being able to claim the award of damages. Such termination shall take effect on the date of the first presentation of the registered letter with acknowledgment of receipt denouncing the said contract.
13 – GOVERNING LAW/SETTLEMENT OF DISPUTES
Only French law governs these General Terms of Sale. In the event of dispute on the execution and/or interpretation of these General Terms of Sale, either party may apply to the Commercial Court of Meaux, to which the parties expressly confer jurisdiction, even in the event of summary judgments and notwithstanding plurality of bodies, or parties, or guarantee call.