General Terms and Conditions of Sale
ARTICLE 1 - Purpose and scope of application
1.1
Any order of products implies the customer's unreserved acceptance of and full and complete adherence to these general terms and conditions of sale, which prevail over any other document of the customer and, in particular, over any general terms and conditions of purchase, unless expressly agreed otherwise in writing and in advance by our company.
1.2
These general terms and conditions of sale apply to all sales of products by our company, unless a specific agreement prior to the order has been agreed in writing between the parties.
Consequently, the placing of an order by a customer implies the latter's unreserved acceptance of these general terms and conditions of sale, unless special conditions are agreed in writing by our company to the said customer.
1.3
Any document other than the present general terms and conditions of sale and, in particular, catalogues, prospectuses, advertisements, notices, shall only have an informative and indicative value, not contractual.
Article 2 - Intellectual property
The sale of products by our company does not confer on the customer any licence or authorisation whatsoever, even implicit, on any industrial or intellectual property right relating to the products in question and, in general, no right of use, in particular on photos, logos, names and markings.
All technical documents given to our clients remain the exclusive property of SUPERBRAND LICENCING, the sole owner of the intellectual property rights on these documents and must be returned to them upon request.
Our clients undertake not to make any use of these documents that could infringe our company's industrial or intellectual property rights and undertake not to disclose them to any third party.
Article 3 - Orders
3.1 Definition
By order, we mean any order relating to our products listed in our price list, communicated by any written means, and in particular by fax, e-mail or order form, and expressly validated and accepted by our company.
Any order will only be definitively validated and accepted if it is accompanied by the payment of a deposit, the amount of which, as determined by our company, may never be less than 10% of the amount of the order including VAT, unless a specific agreement has been reached between the parties.
Orders are made subject to available stocks of each product.
As soon as the order is received, it is irrevocable. Our company reserves the right, in the event of cancellation of an order less than two (2) months before the date scheduled for its delivery, to invoice the customer, as a penalty, a fixed sum equal to 10% of the total amount of the order, including VAT.
3.2 Modification
3.2.1.
Orders sent to our company are irrevocable for the customer, unless we accept them in writing.
3.2.2.Any request to modify the composition or volume of an order placed by a customer can only be taken into account by our company if the request is made in writing, including by fax or e-mail.
In addition, any request for modification must be made by the customer before the expiry of the first of the two following terms:
Departure of the goods from our company's warehouse, or that of our suppliers, 8 (eight) days after receipt by our company of the initial order.
In case of modification of the order by the customer, our company shall be released from the agreed time limits for its execution.
Article 4 - Deliveries 4.1 Delivery methods
Delivery is made :
- Either by handing over the goods directly to the customer;
- Either by sending a notice to the customer to make the goods available at a specific address
or by sending the customer a notice of availability of the goods at a specific address;
- Or at the place indicated by the customer on the order form.
4.2 Delivery time
4.2.1.
Delivery times are given for information purposes only and are indicative, depending, in particular, on the availability of carriers and the order of arrival of orders.
Our company endeavours to respect the delivery times it indicates at the time of acceptance of the order, according to the logistical time of reference in the profession, and to execute the orders, except in the event of force majeure, or in the event of circumstances beyond its control, such as strikes, frost, fire, storms, floods, epidemics, supply difficulties, late delivery or late payment, without this list being limitative.
4.2.2.
Any delay in relation to the indicative delivery deadlines initially provided for shall not justify cancellation of the order placed by the customer and recorded by our company, nor shall it give rise to any penalty or payment of compensation of any kind whatsoever.
4.5.7.
The transfer of risks on the products sold by our company takes place when the products are handed over to the carrier or when they leave our warehouses.
The responsibility of our company can in no case be called into question for events occurring during transport, destruction, damage, loss or theft, even if it has chosen the carrier.
As a matter of principle, our company does not make any declaration of value or interest and does not take out specific transport insurance unless expressly requested to do so by the customer, who is responsible for bearing the cost of such insurance and for finding out about any limitations of liability specific to the carrier concerned.
4.3 Delivery costs
Delivery costs are to be borne by the customer, unless specifically agreed otherwise between the parties. Any change in the delivery address given by the customer at the time of the order, occurring after the carrier has taken charge of the order, will result in an increase in delivery costs.
4.4 Transport - Risks
It is the responsibility of the customer, in the event of apparent defects and/or missing items and/or non-conformity of the products with the order, to make all necessary reservations with the carrier.
Any product delivery that has not been the subject of reservations by registered letter with acknowledgement of receipt sent to the carrier within 3 (three) days of receipt, in accordance with Article L.133-3 of the French Commercial Code, a copy of which will be sent simultaneously to our company as stated in Article 4.5.1 below, will be considered as having been accepted by the customer.
4.5 Acceptance
4.5.1.
Without prejudice to the measures to be taken by the customer with regard to the carrier as described in article 4.4, in the event of apparent defects and/or shortages and/or non-conformity of the products with the order, any complaint, whatever its nature, concerning the products delivered, will only be accepted by our company if it is made in writing, by registered letter with acknowledgement of receipt, sent within the period of 3 (three) days provided for in article 4.4.
4.5.2.
It is up to the client to provide all proof of the reality of the defects and/or shortages and/or non-conformities observed, our company reserving the right to proceed, directly or indirectly, to any on-site observation and verification.
4.5.3.
No goods may be returned by the customer without the prior express written agreement of our company. Failing this, the customer shall forfeit all rights and/or remedies against the company.
The return costs shall be borne by the customer, who is free to use the carrier of his choice to return the products concerned.
Any return duly authorised by our company must reach us within a maximum of 7 days from the date of the said authorisation of return. Failing this, the customer will be deprived of all rights and/or recourse against the company.
4.5.4.
If, after inspection, an apparent defect and/or shortage and/or non-conformity is actually found by our company, a credit note will be issued for the amount of the defective and/or missing and/or non-conforming goods, without the establishment of the said credit note being such as to give the right to any compensation and/or to the cancellation of the order.
4.5.5.
The unconditional acceptance of the products ordered by the customer covers any apparent defect and/or shortage and/or non-conformity.
Any reservations must be confirmed in accordance with the conditions set out in articles 4.4 and 4.5.1.
4.5.6.
4.5.8.
In order to comply with our company's product distribution policy, the customer is expressly forbidden to resell the products online, as well as at any specific event such as fairs or exhibitions, unless expressly agreed otherwise in writing by our company beforehand.
4.6 Suspension of deliveries
In the event of non-payment in full of an invoice that has fallen due, after formal notice has remained without effect within 48 hours, our company reserves the right to suspend all current and/or future deliveries.
4.7 Financial guarantees
All orders that we accept to execute are done so taking into account the fact that the client presents sufficient financial guarantees and that he will effectively settle the sums due on their due date. Therefore, if our company has serious or specific reasons to fear payment difficulties on the part of the customer at the date of the order, or afterwards, or if the customer does not present the same guarantees as at the date of acceptance of the order, our company may make acceptance of the order or its continued execution conditional upon cash payment or the provision of guarantees by the customer to our company. Our company shall also have the right, prior to the acceptance of any order, as well as during its execution, to require the client to communicate its accounting documents and, in particular, profit and loss accounts, even if provisional, enabling it to assess its solvency. In the event that the customer refuses to pay in cash, without any sufficient guarantee being offered by the latter, our company may refuse to honour the order(s) placed and to deliver the goods concerned, without the customer being able to argue that the sale has been unjustifiably refused or to claim any compensation.
4.8 Refusal of an order
In the event that a customer places an order with our company without having paid for the previous order(s), our company may refuse to honour the order and to deliver the goods concerned, without the customer being able to claim any compensation whatsoever, for whatever reason.
Article 5 - Rates - Prices
5.1 Prices
5.1.1.
The prices in force may be revised at any time, after prior information to our customers.
Any price change will be automatically applicable on the date indicated on the new rates.
5.2 Prices
5.2.1.
Our prices are set by the tariff in force on the day the order is placed. They are always exclusive of tax, unpacked products, taken from our shops.
5.2.2.
Our prices do not include shipping costs, except for free shipping granted by our company in accordance with the provisions of Article 4.3 hereof.
The fact that the shipment is carried out "free of charge" or that the seller or a commission agent has carried out, on behalf of the customer, the shipment of the order does not modify the above rules and the effects attached to the date of the availability of the goods in our warehouses.
5.2.3.
Prices are calculated net, without discount.
No discount will be applied for early payment.
5.2.4.
Delays in delivery do not entail cancellation or modification of the contract. They shall not give rise to damages. Penalty clauses appearing on the commercial documents of our customers are not opposable to us.
5.2.5.
Unless otherwise agreed, packaging is determined and prepared by our company. They are invoiced in addition to the prices indicated and are not taken back.
Article 6 - Terms of payment
6.1 Payment
Unless expressly agreed otherwise in advance in writing, our invoices are payable within 30 days of their date of issue. In case of payment by bills of exchange or LCR, only their effective cashing will be considered as full payment within the meaning of the present general conditions of sale.
6.2 Non-payment
6.2.1.
Any amount including VAT not paid on the due date shall give rise to the payment by the customer of penalties set at three times the legal interest rate as well as a fixed indemnity for collection costs of 40 euros. These penalties are payable by operation of law and will be automatically debited from the customer's account.
6.2.2.
In addition, our company reserves the right to refer the matter to the competent court in order to put an end to this non-performance, if necessary under daily penalty for each day of delay.
Article 7 - Reservation of ownership
7.1
The transfer of ownership of our products is suspended until full payment of the price of these by the customer, in principal and accessories, even in the event of granting of payment deadlines. Any clause to the contrary, in particular inserted in the general conditions of purchase, is deemed unwritten, in accordance with Article L.624-16 of the French Commercial Code.
7.2
By express agreement, our company may exercise the rights it holds under the present retention of title clause, for any of its claims, on all of its products in the customer's possession, the latter being conventionally presumed to be those that are unpaid, and our company may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to terminate the sales in progress.
7.3
Our company may also demand, in the event of non-payment of an invoice on the due date, the cancellation of the sale after sending a simple formal notice. Likewise, our company may unilaterally, after sending a formal notice, draw up or have drawn up an inventory of its products in the possession of the client, who undertakes, from the outset, to allow free access to its warehouses, shops or others for this purpose, ensuring that the identification of the company's products is always possible.
Our company, or any person appointed by it, will then have free access to the customer's premises in order to recover the goods in question. If the goods are returned by post, the cost of returning them shall be borne by the customer.
Advance payments and any payments made by the client shall be retained as a penalty clause.
7.4
In the event of the opening of a safeguard procedure, judicial recovery or judicial liquidation, the orders in progress will be automatically cancelled, and our company reserves the right to claim the goods in stock.
7.5
Notwithstanding the present clause, the risks relating to the goods are transferred to the customer under the conditions defined in article 4.5.7 above.
A complaint made by the customer under the terms and conditions described herein does not suspend payment by the customer for the goods concerned.
Article 8 - Warranty for hidden defects 8.1
The goods delivered comply with the manufacturer's manufacturing standard and any samples provided by our company.
8.2
Defects and deterioration of the products delivered as a result of abnormal storage and/or conservation conditions at the customer's premises, in particular in the event of an accident of any kind whatsoever, shall not give rise to any right to the guarantee due by our company.
8.3
Under the warranty for hidden defects, our company shall only be obliged to replace the defective goods free of charge within the limits of available stocks or to issue a corresponding credit note, at the exclusive discretion of the company, without the customer being able to claim damages for any reason whatsoever.
8.4
Our company guarantees its products against hidden defects in accordance with the law, usage and jurisprudence, and under the following conditions. Our guarantee only applies to products that have become the property of the customer. It only applies to products that have been entirely manufactured by our company. It is excluded if our products have been used under conditions of use or performance that were not intended. Our guarantee only concerns hidden defects. As our customers are professionals, a latent defect is defined as a manufacturing defect in the product that renders it unfit for use and that could not have been detected by the customer prior to its use. A design defect is not a hidden defect and our customers are deemed to have received all technical information relating to our products. Our warranty is limited to the replacement or repair of defective products. Our guarantee ceases to apply automatically if our customer does not notify us of the alleged defect within 20 clear days of its discovery. It is up to the customer to prove the day of discovery.
Article9-Forcemajeure
Are considered as force majeure or fortuitous events, the events independent of the will of the parties, which they could not reasonably be required to foresee, and which they could not reasonably avoid or overcome, insofar as their occurrence makes the execution of the obligations totally impossible.
In particular, the following are considered to be cases of force majeure or fortuitous events that relieve our company of its obligation to deliver within the time limits initially set strikes by all or part of our company's staff or its usual carriers, fire, flooding, war, production stoppages due to unforeseen breakdowns, the impossibility of being supplied, epidemics, thawing barriers, roadblocks, strikes or disruptions in energy supplies, or disruptions in supplies for a reason not attributable to our company, as well as any other cause of disruption in supplies attributable to our suppliers.
In such circumstances, our company shall notify the customer in writing, in particular by fax or e-mail, within 24 hours of the date of occurrence of the events, the contract binding our company and the customer being then suspended by operation of law without compensation, as from the date of occurrence of the event.
If the event lasts for more than 30 days from the date of its occurrence, the sales contract concluded by our company and its client may be terminated by the most diligent party, without either party being entitled to claim damages.
This termination will take effect on the date of the first presentation of the registered letter with acknowledgement of receipt denouncing the said sales contract.
Article 10 - Jurisdiction
10.1 Our company elects domicile at its registered office in PARIS (75116), 55 Avenue Marceau.
10.2 Any dispute concerning the application of these general conditions of sale and their interpretation, their execution and the sales contracts concluded by our company, or the payment of the price, will be brought before the commercial court of the head office of our company, regardless of the place of the order, delivery, and payment and the method of payment, and even in the event of a guarantee appeal or multiple defendants.
10.3
The attribution of jurisdiction is general and applies whether it is a main claim, an incidental claim, an action on the merits or a summary proceeding.
10.4
In addition, in the event of legal action or any other action for the collection of debts by our company, the costs of the summons, legal fees, bailiff's fees and all ancillary costs shall be borne by the customer, as well as the costs related to or arising from the customer's failure to comply with the terms of payment or delivery of the order concerned.
Article 11 - Waiver
The fact that our company does not avail itself at a given time of any of the clauses of the present contract shall not constitute a waiver of the right to avail itself of these same clauses at a later date.
Article 12 - Illegality - Inapplicability
Any provision of these general terms and conditions of sale which is declared illegal or unenforceable by any court shall be ineffective in that court, but the illegality or unenforceability of that provision shall not affect the other articles of this contract or the legality or enforceability of that provision in any other court, subject to the principle of res judicata.
Article 13 - Applicable law
Any question relating to these general terms and conditions of sale and to the sales they govern, which is not dealt with by these contractual stipulations, shall be governed by French law to the exclusion of any other law, and, as a supplement, by the Vienna Convention on the International Sale of Goods.
SUPER BRAND LICENSING
89 Rue magenta
69100 VILLEURBANNE - FRANCE
Siret : 841 936 461 00018
