Terms and Conditions of Sales



ARTICLE 1 – OBJECT AND FIELD OF APPLICATION

1.1 Every order of our produts implies the acceptation on the Buyer's behalf and the full and entire membership to the present Terms & Conditions of Sale of Goods that prevail over any other document that the Buyer has, and also on every global Terms & Conditions of Purchase, except in a case of exceptional agreement on our company's behalf.

1.2 The Terms & Conditions for Sale of Goods apply to every sale of the company's products, except in a case of a specific agreement prior to the order agreed by the two members in writing.

Consequently, when the Buyer signs for the order, the Buyer agrees to the Terms & Conditions of Sale, except in particular conditions that have been agreed by the Seller and the Buyer in writing.

1.3 Any other document besides the Terms & Conditions of Sale such as, catalogues, flyers, advertisements and notices, all only bring valuable information, not contractual information.

ARTICLE 2 – INTELLECTUAL PROPERTY RIGHTS

All of the technical documents given to clients remain under the exclusive property of Société 2R, the only one to hold the rights of the intellectual property, and are obliged to be given back when asked.

Our clients are asked to not use these documents, which are suspectible to violate patent rights and intellectual property rights of our company, and they are asked to not disclose these documents to a third party.

Our clients must mention the brand "PIROUETTE CACAHOUÈTE" on every stand presenting our products.

ARTICLE 3 – ORDERS

3.1 Definition

Order means, it must be agreed that the prices appearing on our Goods, have been accepted, with the payment of an eventual deposit expected on the purchase form.

As soon as the order has been made, this shows a definitive decision of purchase on the Buyer's behalf.

3.2 Modifications

3.2.1 All of the orders made are final, except if there is a written acceptation on Seller's behalf.

3.2.2 All requests on changing the selection of products or the volume of the order made by the Buyer will not be taken into account by our company, another order will have to be made.

ARTICLE 4 – DELIVERY

4.1 Delivery period

4.1.1 The delivery period is given for information purposes only, this depending on the availability of the deliveryman and the arrival order of the orders made.

Our company endeavours to respect the delivery time that is stated when making the order, depending on the logistic deadlines, and to carry out the orders, except in case of emergencies or in situations that are beyond the delivery services control, such as strikes, severe frosts, accidents, storms, floods, epidemics, supplying difficulties, the list has no limits.

Any delay in deliveries cannot lead to late delivery penalties, compensation or cancellation of the order.

4.1.2 Any delay concerning the delivery time and date initially told, will not justify any cancellation of the order made by the Buyer and registered in the Seller's company.

4.2 Risk

Risks associated to our Goods shall pass to Buyer when the products are given to the deliveryman or when they have left the warehouse.

4.3 Transport

It is up to the Buyer, in case of any damaged or missing parts of the delivered product to do all of the necessary paperwork with the deliveryman.

Any product that has not been sent back by registered letter with acknowledgment of receipt in the three days of its delivery, in accordance with the article L 133 - 3 of the Commercial Law (France), and a copy should be sent simultaneously to the Seller, will be considered accepted by the Buyer.

4.4 Receipt of Goods

4.4.1 Without prejudice to the arrangements made with the Buyer regarding the deliveryman, as so stated in the article 4.3, in case of manufacturing defaults or missing parts, any complaint, no matter what the reason being on the delivered product, will only be granted by the Seller if it is done in writing, by registered letter with acknowledgment of receipt, with the delay of 3 days, stated in the article 4.3.

4.4.2 It is up to the Buyer to provide all of the proof for the manufacturing defaults and missing parts noticed.

4.4.3 No return of the products is to be done by the Buyer without the written agreement made by the Seller, either by letter or email.

The return delivery costs will only be to the Seller's expense in case of a visible manufacturing default or missing part, which has been witnessed by the Seller or lawyer.

Only the deliveryman chosen by the Seller is able to return the products.

4.4.4 After a manufacturing fault or damage has been assessed by the Seller or our lawyer, the Buyer will only be able to ask for a replacement of the damaged products and / or the additional parts missing from the item, the Buyer will not be able to claim for compensation or cancel the order.

4.4.5 The receipt of the ordered product covers all the visible damages and / or missing parts.

All complaints should be confirmed in the conditions of the article 4.4.1.

4.4.6 The claim made by the Buyer regarding the Terms & Conditions stated in the article, does not interrupt the Buyer's payment for the order of the products.

4.4.7 The Company's responsabilities cannot be blamed for anything regarding the transport, the destruction, the damages, loss or theft, even if the deliveryman was chosen by them.

4.5 Suspension of delivery

In the case of no full payment to an invoice that has come to its due date, after a final notice that has been sent without any effect, the Seller has the right to interrupt all deliveries that have been carried out or were going to be carried out.

4.6 Payment

All orders are accepted, considering the fact the Buyer shows enough financial guarantees, and the order will be paid by the due date, in accordance with the legislation. Moreover, if Seller has serious or particular reasons to fear payment difficulties on Buyer's behalf on the day of the order, or after this date, or also if the Buyer does not show the same guarantees at the acceptation of the date of the order, Seller can subordinate the acceptation of the order, or after it has been made, to make the client pay up front, so the Company will get the money owed.

Our Company also has the right, before accepting any orders, or during the transaction, to ask the Buyer to show financial documents, and also a Balance Sheet, even provisional ones in order to check if the Buyer is creditworthy.

In case of refusal of payment on the Buyer's behalf, without enough guarantee given by the Buyer, the Seller can stop any orders and to stop the delivery of the product. The Buyer will not be able to prove or justify the sale refusal or cannot claim for compensation.

4.7 Refusal of the order

In the case of a client making an order through our company, without paying for the previous orders, our Company has the right to refuse the order and not to deliver the item, without the Buyer being able to claim for compensation, for whatever reason that may be.

ARTICLE 5 - RATES & PRICES

5.1 Rates

5.1.1 The applied rate can be reviewed at any moment, after any previous information is given by our clients.

Any rate change will be automatically applied on the date showing the new rate.

5.2 Prices

5.2.1 Our prices are set by the applied rate on the day of the order. They are always excluding tax, except if mentionned otherwise.

5.2.2 They are always net calculated, without discounts, and to be paid cash or on the due date written on the invoice.

For prices that are specific to a certain amount, any order with less quantity than expected will lead to a change in the shown price.

5.2.3 Except if a different agreement has been made, late deliveries do not lead to order cancellations, or changes in the contract. They will nor lead to any compensation. Penalty clauses found on Clients' commercial papers for us are invoked.

5.2.4 Delayed payment operations found in an order are not accepted by our Company and do not commit to anyone unless in some particular circumstances, such as : respect from the Client on payment terms and deposit payments, the supply on time of technical specification, no lateness in preparatory studies and work, no case of emergency, social, political, economic, and technical events to hinder the factories functionning, or their supplies in components, in energy and raw materials.

ARTICLE 6 – PAYMENT TERMS

6.1 Payment

Our invoices are to be paid on the due date, shown on the invoice itself.

Only the payment of the real bill and the bill of exchange is considered to be a complete payment as presented in the general Terms & Conditions of Sales.

6.2 In case of no-payment

6.2.1 All VAT amounts not paid by the due date will lead to the client paying fixes penalties three times the legal interest rate. These fines are rightfully due for payment and will be automatically debited from the Buyer's bank account.

6.2.2 Moreover, the Seller has the right to take the Buyer to court, while the Buyer is paying daily fines, for every late day of payment.

ARTICLE 7 – OWNERSHIP TITLE

7.1 The transfer of ownership is interrupted until the full payment of the price has been made by the Buyer, even in the case of a grant of a delay in the payment. Any different clause, also inserted in the Terms & Conditions for Purchase, is generally not written, in accordance with the L 624 - 16 of the Commercial Law (France).

7.2. According to the agreement, our Company can use the right they have regarding the ownership title, for any of its creations, on the entire range of products, in the Buyer's possession. If the products are being presumed unpaid, the Seller is allowed to take them back or claim for damages on all of the unpaid invoices, without prejudice of its right to cancel any orders already carried out.

7.3 The Buyer can sell its unpaid products as part as the normal operation of its business, and cannot in any case pledge or grant security over the unpaid stock. In case of default on payments, the Buyer is forbidden to sell-on its stock, on all of the full quantity of unpaid products.

7.4 Our Company can also demand, in the case of no payment of an invoice by the due date, a cancellation of the sale after sending off the final notice. Also, our Company can unilaterally, after sending off the final notice, draw up a stocklist of the products the Client owns, allowing access to its warehouses, shops, or anything else, making sure the identification of the company's Goods are always available.

7.5 In the case of an opening administration case or a clearance sale, the orders already carried out will be cancelled, and our Company has the right to claim for that stock back.

7.6 The clause presented does not stop the transfer of ownership to the Buyer as soon as the Goods have been delivered.

7.7 From the beginning of the delivery process, the Buyer is considered the guardian and possessor of the Goods.

In the case of no payment, and unless we would rather ask for a full sale operation, we have the right to cancel the order after the sale, once the final notice has been sent, and claim back for the delivered Goods, the delivery charges being the Buyer's responsability and the payments made will be beneficial to us under the penalty clause.

ARTICLE 8 – ITEM DEFAULT GUARANTEES

8.1 The product must be checked over by the Buyer when delivered, and any complaint regarding missing parts or visible defaults, must be made under the conditions in article 4. In case of any visible faults, the faulty parts are replaced by the Seller, under the condition that checks were made.

The Buyer must supply any justification regarding the truth of the noticed default, the Seller has the right to proceed, directly or indirectly, to any dispute or checks at the scene.

8.2 The exposure of the existing defaults at the time of the delivery, and revealed after the delivery of the products, must be declared by the Buyer, in writing, with a delay of three days following the date the Buyer discovered the alleged default. No exposure will be taken into account if it happens three full days after the delivery of the Goods.

8.3 No legal proceedings can be made by the Buyer after 30 days of the delivery of the product.

The Buyer must accept that after the delay has expired, one cannot put forward the faulty item, and cannot use it in a case of defending oneself when claiming for compensation.

8.4 Defaults and deterioration of the delivered Goods due to unusual storage at the Buyer's premises, especially in case of an accident, Buyer does not have the right to claim on the warranty.

8.5 Regarding the latent default warrantees, the Seller is to only take into account the replacement of the defaulted product, without the Buyer claiming for compensation, for whatever reason that may be.

8.6 Our latent defaulted products are under guarantee by the Seller, according to the Law, the Case Law and any other conditions.

Our guarantee only applies to Goods that become regulary the ownership of the Buyer. It only applies to the products entirely manufactured by our company. The warranty does not apply when our Goods have been used in an unexpected manner.

The latent default is when there is a default in the making process, which makes it inappropriate for use and not able to be detected by the Buyer before use. A design default is not a latent default, and our Clients are supposed to have received all of the technical information related to our products.

We do not cover the damages and wear & tear of the product after a different adjustment or assembly has been made, abonormal or not to our products, unless it was under surveillance.

Our warranty rightfully stops when the Buyer doesn't tell us about the default in the 7 days of receiving the product. It is the client's responsability to supply the proof of the day of the discovery of the default.

ARTICLE 9 – FORCE MAJEURE

Force Majeure and unexpected events are to be considered as events beyond the absolute control of the Seller, which no one was able to foresee, avoid or overcome, to the extent that their occurence makes the operation impossible.

Force Majeure or unexpected events that will lead to delays with the delivery are : strikes on the entire or part of the company's staff behalf, or on the delivery's services' behalf, in a case of fire, flood, war, stop in production due to unexpected break downs, the impossibilty of supplying raw materials, epidemics, dangerous road conditions during a thaw, roadblocks, strikes or stock shortage from EDF & GDF, or a stock shortage that is not our company's fault, as well as any other stock shortages due to our suppliers.

In such circumstances, Seller will inform the Buyer, in writing, either by fax or email, in the 24 hours of occurence of the event, that the contract between the Buyer and the Seller has been rightfully suspended without any compensation, since the beginning of the event.

Should any deliveries under this Contract be suspended under this clause for more than 30 days – either party may withdraw from this Contract and be relieved from any liability.

 

This cancellation will take effect on the first appareance of the registered letter with acknowledgement of receipt, denoucing the sales contract.

ARTICLE 10 – ATTRIBUTION OF JURISDICTION

10.1 The choice of residence is made by our company at the registered office.

10.2 Any disagreeements made about the application of the Terms & Conditions of Sales, and its interpretation, from the operation and sales Contract made by our company, or about price payments, will be taken to the Commercial Court of the Company's choice, despite the location of the order or delivery, and of payment and payment method, and even in a case of appeal.

The bills of exchange are not used as a novation, or dispension to this act of assignment.

10.3 The attribution of authority generally applies, whether it is a chief petition, incidental claim, a full hearing or a summary proceeding.

10.4 Moreover, in case of any legal procedure, with claims made from Seller, any summon and law fees as well as lawyer and bailiff fees, in addition to any other fees, are to be paid by the Buyer at fault, as well as fees linked to or resulted from a lack of respect by the Buyer, of the payment and delivery of the order Terms and Conditions.

ARTICLE 11 – RENUNCIATION

The fact that our Company cannot claim at any time about one of the clauses, does not mean the Company cannot renounce to a claim at a later stage.

ARTICLE 12 – FEASIBLE LAW

Any related issues regarding the Terms & Conditions of Sale, as well as the sales which are subject to a contract, will be determined by French Law. Other laws are excluded and backed-up by the United Nations Convention on Contracts for the International Sale of Goods.

ARTICLE 13 – DATA PROTECTION

The information collected by the company Société 2R while Buyer makes an order is necessary for the management of the transaction. This information can be given to all or some of the suppliers of the company Société 2R when they are operating an order. The Buyer is informed that the data can be collected by an organisation fighting against Bank Card Frauds. Moreover, in accordance with the Data Protection Act, known in France as the Loi Informatique et Libertés n°78_17 du 6 janvier 1978, the Buyer has the right to change, protest against or delete any data regarding him or herself.