Application of general conditions of sale – Opposability
These general conditions of sale are systematically sent to every buyer to allow them to place an order. Each order placed implies the buyer’s full and complete acceptance of the general conditions of sale and delivery as set out herein, to the exclusion of all our other documents (such as brochures, catalogs, etc), which have only an indicative value. Without our formal, written agreement, no other conditions can prevail over our general conditions of sale and delivery. No conditions set out by the purchaser and differing from our terms and conditions can be considered as valid, unless expressly accepted and irrespective of the time at which they were brought to our notice. The acceptance of these general conditions of sale and delivery for an order implies the acceptance of the said conditions of sale and delivery for any future orders. The company Alsapan is member of INOHA and applies all the INOHA signed Code of Good Practices provisions with its customers. The company Alsapan is member of Ecomobilier (Register N° FR019046).
Offer – Confirmation and change of an order
Our offers remain non-binding until such time as we receive express written confirmation of the said order. Orders can only be considered as firm when they have been confirmed in writing, while modifications or the resolution of an order requested by the purchaser can only be applied if they are received in writing before shipment of the products and has been subjected to our formal agreement. The Customer bears sole responsibility regarding the compatibility of the products’ technical specificities ordered for their needs. The latter is solely able to guarantee the compatibility to their needs. As for us, we guarantee the product compatibility to any specificities appearing in our documents.
Delivery – lead times, risks
Delivery of items is either made directly to the purchaser or through collection from our premises by a shipper or haulier. Delivery times are given as accurately as possible, but are dependent on supply and production. No cancellation of outstanding orders or claim for penalties or damages can be made should the items not be delivered within the indicated delivery time. However, should the items not have been delivered, except for reasons of force majeure, within 2 months of the indicated delivery time, the sale may be cancelled upon request by one or the other parties and the purchaser may claim the return of any down payments, without this giving rise to any claim for compensation or for damages. The incidence of an Act of God implies adjourning the execution of contractual obligations for the company Alsapan. An Act of God means any event beyond the control of Alsapan, obstructing the normal operational procedures during product manufacturing or shipping. Some notable examples of an Act of God are complete or partial strikes hindering the smooth running of Alsapan or those of its suppliers, subcontractors or transporters as well as the disruption of transport, energy, raw materials or spare parts. Even if our products are delivered free of charge or cash on delivery at assigned location, our products travel at the risks and perils of the buyer who must, in the event of damage or loss, note the defects and take any action necessary against the transport company concerned within the legal 3 (three) day deadline period by registered letter with acknowledgement of receipt of which a copy must be sent to us.
Special orders
Orders involving non-standard items can result in the delivery of a quantity 20% above or below the quantity ordered without any financial compensation.
Acceptance, compliance, obvious defects
Any claims relating to apparent defects or non-compliance of the items delivered in relation either to the items ordered or to the consignment note, must, without this affecting any claims to be made against the carrier, be reported immediately in writing and within 8 days of delivery of the items. The purchaser undertakes to inspect the merchandise within this time. Should any damage to the packaging be recorded, the purchaser undertakes to examine the goods at the time the goods is delivered and to inform both the carrier and ourselves of any damage. This obligation covers all the items included in the delivery. It is up to the purchaser to provide proof of any damage, flaws or defects and to provide a detailed description of his claim. The purchaser should give us every opportunity to inspect and repair the damage, flaws or defects. The assessment of service effectiveness by customers must imperatively exclude: a customer-deferred delivery, an order not reaching the defined FOB, as well as orders where no estimation was provided to Alsapan within the given deadlines. These last three stipulations are valid for three months for products sold on special offer and six weeks for bottom-shelf products. The detailed delivery break-down which applies to the service effectiveness assessment must not include any orders where the aforementioned listed stipulations were not respected.
Returns – Warranty
- Should any of the items delivered show any damage or non-compliance, duly reported by the purchaser in accordance with the above conditions, the purchaser may have those items replaced free of charge, to the exclusion of any claims for compensation or damages. Any product return must be agreed by formal prior written agreement between the purchaser and our company. This agreement does not in any way constitute acknowledgement of our liability. Costs and risks incurred in the return are always at the expense of the purchaser. Should the replacement products also show defects, whether similar or different, the purchaser may ask for a credit note for an amount corresponding to the value of the items in question.
- The conditions under which our company’s warranty may be applied are set out in the supplementary general conditions as well as in the manuals or instructions given to the purchaser at the time of purchase. The warranty cannot be applied for defects or damage arising from normal wear and tear or through an external event (faulty fitting, faulty care or maintenance, abnormal use, etc.) or by any kind of alteration or transformation that is not included or specified by our company in the said manuals or instructions. In any case, the purchaser should install a non-compliant product or having an apparent defect; if that were the case the costs of removal and installation are the responsibility of the buyer.
- The guarantee of latent defects is limited to one (1) year counting from the delivery of the products. In the event of latent defects, the merchandise can only be returned to us after explicit written agreement from our company. We will decide to either repair or replace the recognised defective parts, or we will issue a credit note corresponding to the amount of our invoice, with the exclusion of any indemnities or damages for any reason whatsoever. Any request pursuant to the guarantee of latent defects must be done by a registered letter with acknowledgement of receipt within a maximum of two (2) months counting from the discovery of the defect, and at the latest, within the year of the product sale. Beyond this time, the customer will be barred from any claims. The request must be accompanied by supporting documents, failing which, the request will be inadmissible.
In any event, and for whatever reason, our liability is limited to the replacement, reimbursement or repair of a product, and this at our sole discretion.
Industrial protection rights
All technical documents, offers, drawings and specifications given to our customers will remain exclusively our property. We remain the intellectual property rights holder of documents and they must be returned promptly upon request. The customer undertakes to comply with industrial protection rights applicable to the goods delivered. The customer undertakes in particular not to divulge or otherwise use the plans, sketches or drawings for any purposes other than those arising from the order.
Prices
The products are delivered at the prices and at the invoicing terms in force at the time the order is placed. The prices attached to the present general sales conditions do not include tax, VAT or any eco-tax which are all calculated in addition. These prices can be modified at any moment and this, for example, in the event of tax or economic data. Price changes do not authorise customers to cancel their orders. Any modification in palletisation or delivery methods (direct to points of sales, platform or cross-dock, and/or modification of shipping fee) must imperatively entail a readjustment of sales prices if the costs noted have a significant impact (positive or negative) on the margin. This implies a modification of the order. Payment is to be made in full on the date of payment indicated on our invoices, without discount except when specially agreed with the purchaser. In the event of late payment, we have the right to suspend any outstanding orders, without waiving the right to any other course of action. According to the article L441-6 of the Commercial Code, penalties are due if payment is not done 1 day after date of payment noticed on the invoice. The rate of these penalties is 1.5%/month. These penalties become payable on demand, even without the service of notice to pay or the sending of a registered letter. According to the regulations, any sum not paid at due date will give place to the payment of a fixed penalty for recovery costs in the amount of forty euros which will combine with penalties for late payment. Should payment still not have been made 48 hours after the service of a notice to pay, we may terminate the sale ipso jure. This termination may also be applied to any other previous order remaining unpaid. Should payment be made by commercial paper, any failure to return the paper will be considered as a dishonor, equivalent to a failure to pay. Similarly, when payment is to be made by instalments, any failure to pay one or more instalments will result in all the outstanding instalments Becoming immediately payable, without prior notice. The costs and interest arising from any extension of drafts will be at the expense of the purchaser. A penalty clause, as laid down in article 1229 of the French Civil Code, shall be applied for any invoice recovered through legal proceedings, resulting in the application of a charge equivalent to 10% of the principal, in addition to late payment interest, legal expenses and the fees payable to law officials. Alsapan guarantees the availability of spare parts, essential to using the products, during six months after finishing marketing these products.
Guarantee requirement
Should there be any adverse change in the purchaser’s creditworthiness, we reserve the right to require guarantees of payment or the cash payment or the provision of a sight bill, even for a pending order or a service currently being performed. This applies particularly should there be a change in the debtor’s situation, in his or her professional activity, in the situation of his or her management or directors or in the form of his or her company, or should a sale, rental, pledge or any other change in the purchaser’s financial situation have an adverse effect on his or her creditworthiness.
Retention of title
Alsapan retains ownership of goods delivered until full payment of the purchase price has been made by the purchaser, upon the agreed dates. Notwithstanding this provision, goods supplied by us to the customer will be at the customer’s risk, upon dispatch from our premises. Retention of title applies to future receivables arising from commercial relations with the purchaser. For goods delivered successively, ownership is transferred progressively, as each batch is paid for. Failure to make a payment by the due date will result in the whole amount being immediately payable. The same retention of title shall apply any extensions of due dates granted to the purchaser. Should the purchaser fail to pay the price at the agreed due date or to pay an instalment on its due date, he or she will be liable to return to us, upon receipt of a registered letter with acknowledgement of receipt, the goods that he or she also undertakes to store in such a way as to allow them to be identified and to avoid any possible confusion with goods of a similar kind delivered by another supplier. Unless otherwise agreed, this demand for return of the goods does not justify the termination of the contract. The purchaser should immediately notify the seller of any third-party action, such as seizure or the establishment of collateral that might adversely affect our rights. The purchaser should make every endeavor to safeguard and guarantee our rights to the goods delivered, which remain our property.
Foreign exchange risks
Foreign exchange risks are at the expense of the purchaser.
Competence – Disputes
All sales and service provisions carried out by Alsapan are subject to French law. Any dispute concerning the order or its performance shall be settled before the courts of Strasbourg, in France. This clause shall also apply in the event of an urgent application, a temporary ruling, a plurality of defendants or the introduction of a third party, whatever the method of payment and notwithstanding any jurisdictional clause that might appear on the purchaser’s documents. This document is a translation of the French general conditions of sale and delivery.
Only the French version is binding.