General terms and conditions of sale
Clause No. 1: Purpose and Scope of Application
These General Terms and Conditions of Sale (GTCS) constitute the basis of the commercial negotiation and are systematically sent or delivered to each buyer to enable them to place an order.
The General Terms and Conditions of Sale described below detail the rights and obligations of the company ... (company name) and its customer in the context of the sale of the following goods: ... (the seller must list the goods subject to the GTCS).
Any acceptance of a quotation/order form, including the clause “I acknowledge having read and accept the attached General Terms and Conditions of Sale,” implies the buyer’s unreserved acceptance of these General Terms and Conditions of Sale.
Clause No. 2: Prices
The prices of the goods sold are those in effect on the date the order is placed. They are denominated in euros and calculated exclusive of tax. Consequently, they will be increased by the applicable VAT rate and transport costs in effect on the date of the order.
The company ... (company name) reserves the right to modify its prices at any time. However, it undertakes to invoice the goods ordered at the prices indicated at the time the order is registered.
Clause No. 3: Discounts and Rebates
The proposed prices include any discounts and rebates that the company ... (company name) may grant in consideration of its results or the buyer’s assumption of certain services.
Clause No. 4: Early Payment Discount
No discount will be granted for early payment.
Clause No. 5: Payment Terms
Payment for orders shall be made:
• either by cheque;
• or by credit card;
• where applicable, specify other accepted payment methods.
Payments shall be made under the following conditions:
• Payment within 30 days following receipt of the goods
or
• Payment within 45 days end of month following the invoice date
or
• Payment within 60 days following the invoice date
Clause No. 6: Late Payment
In the event of total or partial non-payment of the goods delivered by the due date, the buyer must pay the company ... (company name) a late payment penalty equal to three times the legal interest rate.
The legal interest rate applied is the rate in effect on the date of delivery of the goods.
As of January 1, 2015, the legal interest rate is revised every six months (Ordinance No. 2014-947 of August 20, 2014).
This penalty is calculated on the total amount including VAT remaining due and runs from the due date of payment without any prior formal notice being required.
In addition to late payment penalties, any sum, including any deposit, not paid by its due date shall automatically give rise to payment of a fixed compensation of 40 euros for recovery costs.
Articles 441-10 and D. 441-5 of the French Commercial Code.
Clause No. 7: Termination Clause
If, within fifteen days following the implementation of the “Late Payment” clause, the buyer has not paid the outstanding sums, the sale shall be automatically terminated and may give rise to the awarding of damages to the company ... (company name).
Clause No. 8: Retention of Title Clause
The company ... (company name) retains ownership of the goods sold until full payment of the price, including principal and ancillary costs. In this respect, if the buyer becomes subject to judicial reorganization or liquidation proceedings, the company ... (company name) reserves the right to claim, within the framework of the collective proceedings, the goods sold and remaining unpaid.
Clause No. 9: Delivery
Delivery is carried out:
• either by direct handover of the goods to the buyer;
• or by sending a notice of availability in store to the buyer;
• or by depositing the goods at the place indicated by the buyer on the order form.
The delivery time indicated at the time of order registration is provided for information purposes only and is in no way guaranteed.
Consequently, any reasonable delay in the delivery of the products shall not entitle the buyer to:
• the awarding of damages;
• cancellation of the order.
Transport risk is borne entirely by the buyer.
In the event of missing or damaged goods during transport, the buyer must make all necessary reservations on the delivery note upon receipt of said goods. These reservations must also be confirmed in writing within five days following delivery, by registered letter with acknowledgment of receipt sent to the company.
Clause No. 10: Force Majeure
The company ... (company name) shall not be held liable if the non-performance or delay in the performance of one of its obligations under these General Terms and Conditions of Sale results from a force majeure event.
Force majeure is defined as any external, unforeseeable, and irresistible event within the meaning of Article 1148 of the Civil Code.
Clause No. 11: Competent Court
Any dispute relating to the interpretation and execution of these General Terms and Conditions of Sale is subject to French law.
Failing amicable resolution, the dispute shall be brought before the Commercial Court of ... (location of the registered office).