TERMS AND CONDITIONS

TERMS OF SALES

ARTICLE 1 - OBJECT AND SCOPE

1.1 Any order of products implies the acceptance without reserve by the buyer and his full and whole adhesion to the present general conditions of sale which prevail on any other document of the buyer, and in particular on all general conditions of purchase, except agreement express and prior derogation of our company.

1.2 These general conditions of sale apply to all sales of products by our company, unless specific agreement prior to the order agreed in writing between the parties.

Consequently, the placing of an order by a customer carries the unreserved acceptance of the latter, these general conditions of sale, unless special conditions granted in writing by our company to the purchaser.

1.3 Any other document than the present general conditions of sale and in particular catalogs, prospectuses, advertisements, notices, has only informative and indicative value, not contractual.

ARTICLE 2 - INTELLECTUAL PROPERTY

All technical documents provided to our customers remain the exclusive property of laalooluu and the brands it represents, the sole owners of the intellectual property rights in these documents, and must be returned to it upon request.

Our customers undertake to make no use of these documents, likely to infringe the industrial or intellectual property rights of our company and undertake not to disclose them to any third party.

Our customers must mention the brand represented on any support presenting the products.

ARTICLE 3 - ORDERS

3.1 Definition

By order means any order relating to our products listed on our rates, and accepted by our company, accompanied by the payment of the deposit possibly provided on the order form.

Upon receipt of the order, it is irrevocable.

3.2 Modification

3.2.1 The orders transmitted to our company are irrevocable for the customer, except written acceptance on our part.

3.2.2 Any request to change the composition or volume of an order placed by a customer can not be taken into account by our company, it will be the subject of a new order.

ARTICLE 4 - DELIVERIES

4.1 Time limit

4.1.1 Delivery times are given for informational and indicative purposes only; these depend in particular on the availability of the carriers and the order of arrival of the orders.

Our company strives to respect the delivery times indicated by the acceptance of the order, according to the logistic deadline of reference in the profession, and to execute the orders, except force majeure or in case of circumstances out of its control, such as strikes, freezing, fire, storm, flood, epidemic, supply difficulties, without this list being limiting.

Late delivery can not give rise to any penalty or compensation, nor motivate the cancellation of the order.

4.1.2 Any delay in relation to the indicative delivery times initially foreseen, can not justify a cancellation of the order placed by the customer and registered by our company.

4.2 Risks

The transfer of risks on the products sold by our company is carried out at the delivery of the products to the carrier or at the exit of our warehouses.

4.3 Transportation

It is up to the customer, in case of damage to the goods delivered or missing, to make all the necessary reservations with the carrier.

Any product not subject to reservations by registered letter with acknowledgment of receipt within 3 days of receipt from the carrier, in accordance with Article L 133-3 of the Commercial Code, and a copy will be sent simultaneously to our company, will be considered accepted by the customer.

4.4 Reception

4.4.1 Without prejudice to the provisions to be taken by the customer vis-à-vis the carrier as described in Article 4.3, in the event of apparent defects or missing, any claim, whatever its nature, relating to the delivered products, will be accepted by our company only if it is done in writing, by registered letter with acknowledgment of receipt, within the period of 3 days envisaged with the article 4.3.

4.4.2 It is up to the buyer to provide all the justifications as to the reality of the defects or missing ones found.

4.4.3 No return of goods can be made by the customer without the express prior written agreement of our company, obtained in particular by post or email.

The return costs will be borne by our company only in the case where an apparent defect, or missing, is actually noted by the latter or his representative.

Only the carrier chosen by our company is entitled to return the products concerned.

4.4.4 When after inspection, an apparent defect or a missing part is actually noticed our company or its representative, the customer can ask our company only the replacement of the non-compliant articles and / or the complement to be brought to fill the missing ones with the expenses of this one, without this last one being able to claim any compensation or the resolution of the order.

4.4.5 The unreserved acceptance of the products ordered by the customer covers any visible and / or missing defects.

Any reservation must be confirmed under the conditions set out in article 4.4.1.

4.4.6 The claim made by the purchaser under the conditions and in the manner described by this article does not suspend the payment by the customer of the goods concerned.

4.4.7 The liability of our company can not in any case be blamed for acts during transport, destruction, damage, loss or theft, even if it has chosen the carrier.

4.5 Suspension of deliveries

In the event of non-payment in full of an invoice that has expired, after formal notice that has no effect within 48 hours, our company reserves the right to suspend any delivery in progress and / or to come.

4.6 Cash payment

All orders we agree to fulfill are, given the fact that the customer presents sufficient financial guarantees, and that it will actually pay the amounts due at their due date, in accordance with the legislation. Also, if our company has serious or particular reasons to fear payment difficulties on the part of the customer on the date of the order, or after this one, or if the customer does not present the same guarantees as the date of acceptance of the order, our company may make the acceptance of the order or the continuation of its execution subject to a cash payment or to the provision, by the customer, of guarantees for the benefit of our company.

Our company will also have the faculty, before the acceptance of any order, as in the course of execution, to require from the client the communication of its accounting documents, and in particular the profit and loss accounts, even forecast, allowing it to assess its solvency. .

In case of refusal by the customer of cash payment, without any sufficient guarantee being proposed by the latter, our company may refuse to honor the order (s) passed (s) and deliver the goods concerned, without the customer being able to argue an unjustified refusal of sale, or claiming any compensation.

4.7 Refusal of order

If a customer places an order at our company without having made the payment of (the) order (s) Previous (s), our company will refuse to honor the order and deliver the goods concerned, without the customer can claim any compensation for any reason.

ARTICLE 5 - PRICE - PRICE

5.1 Rate

5.1.1 The tariff in force can be revised at any time, after preliminary information of our customers.

Any tariff modification will automatically be applicable on the date indicated on the new tariff.

5.2 Price

5.2.1 Our prices are fixed by the tariff in force on the day of the placing of the order. They always get tax free except special mentions.

5.2.2 They are calculated net, without discount, and payable in cash or on the date indicated on the invoice.

For the prices specified by quantity, any order carrying a smaller quantity, causes a modification of the indicated price.

5.2.3 Unless otherwise agreed, delivery delays shall not lead to cancellation or modification of the contract. They can not give rise to damages. The penal clauses appearing on the commercial papers of our customers are unenforceable.

5.2.4 The lead times contained in an order are accepted by our company and are binding only under the following conditions: compliance by the customer with the terms of payment and payment of installments, timely delivery of technical specifications, absence of delay in studies or preparatory work, absence of force majeure, social, political, economic or technical events impeding the progress of our factories or their supply of components, energy or raw materials.

ARTICLE 6 - TERMS OF PAYMENT

6.1 Payment

Our invoices are payable with the order.

ARTICLE 7 - RESERVATION OF PROPERTY

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 case of granting of payment terms. Any contrary clause, in particular inserted in the general conditions of purchase, is deemed unwritten, in accordance with Article L 624-16 of the Commercial Code.

7.2. By express agreement, our company may exercise the rights it holds under this retention of title clause, for any of its claims, on all of its products, in the possession of the customer,these latter being conventionally presumed to be the unpaid ones, and our company will be able to take them back or to claim them in compensation for all its unpaid invoices, without prejudice of its right of resolution of the current sales.

7.3 The customer may resell his unpaid products only in the normal course of business and may in no case pledge or grant security against unpaid inventory. In case of default of payment, the customer will refrain from selling his stocks up to the amount of unpaid products.

7.4 Our company may also require, in case of non-payment of an invoice due, the resolution of the sale after sending a simple formal notice. Similarly, our company may unilaterally, after sending a formal notice, draw up or have an inventory of its products in the possession of the customer, who undertakes, already, to allow access to its warehouses, stores or others for this purpose, ensuring that the identification of the company's products is always possible.

7.5 In case of opening of bankruptcy or liquidation proceedings, the orders in process will be automatically canceled, and our company reserves the right to claim the goods in stock.

7.6 This clause does not prevent the risks of the goods from being transferred to the buyer upon their delivery to the buyer.

7.7 Upon delivery, the buyer is the custodian and custodian of the goods.

In the case of non-payment and unless we prefer to request the full performance of the sale, we reserve the right to terminate the sale after formal notice and to claim the goods delivered, the return costs remaining at the expense of the buyer and the payments made to us being acquired as a penalty clause.

ARTICLE 8 - WARRANTY OF RELIABLE AND HIDDEN DEFECTS

8.1 The products must be verified by the customer upon delivery, and any claim, reservation or dispute relating to defects and apparent defects, must be carried out under the conditions set out in article 4. In case of apparent defects, the defective parts are replaced by us, subject to verification of alleged defects.

The customer must provide any justification as to the reality of the defects found, our company reserving the right to proceed, directly or indirectly, to any finding and verification on the spot.

8.2 The denunciation of the existing defects at the time of the delivery, and revealed after the reception of the products, will have to be formulated by the customer, in writing, within 3 days following the date at which it will have discovered the lack of conformity. No denunciation will be taken into account if it intervenes more than 3 clear days from the delivery of the products.

8.3 No action in nonconformity can be committed by the customer more than 30 days after the delivery of the products.

It is expressly agreed by the acceptance by the customer of these general conditions of sale that after the expiry of this period, the customer can not invoke the non-conformity of the products, nor to oppose this one in counterclaim to defend himself in connection with a debt collection action initiated by our company. Failing compliance with these conditions, the responsibility of our company vis-à-vis the customer, due to a hidden defect, can not be questioned.

8.4 Defects and damage to delivered products resulting from abnormal conditions of storage and / or storage at the customer, especially in the event of an accident of any kind whatsoever, will not be eligible for the guarantee due by our company.

8.5 Under the warranty of hidden defects, our company will be held only the replacement without charge, defective goods, without the customer can claim damages, for any reason whatsoever.

8.6 Our company guarantees its products against hidden defects, in accordance with the law, the usages, the jurisprudence, and under the following conditions.

Our warranty only applies to products that have become the regular property of the buyer. It only applies to products manufactured entirely by our company. It is excluded if our products have been used under unspecified conditions of use or performance.

The hidden defect is a lack of realization of the product making it unfit for its use and not likely to be detected by the buyer before use. A design defect is not a hidden defect and our customers are deemed to have received all the technical information relating to our products.

We do not cover the damages and the wear resulting from a special adaptation or assembly, abnormal or not of our products except if this one was realized under our supervision.

Our gaThis warranty only applies to products that have become the regular property of the buyer. It only applies to products manufactured entirely by our company. It is excluded if our products have been used under unspecified conditions of use or performance.

The hidden defect is a lack of realization of the product making it unfit for its use and not likely to be detected by the buyer before use. A design defect is not a hidden defect and our customers are deemed to have received all the technical information relating to our products.

We do not cover the damages and the wear resulting from a special adaptation or assembly, abnormal or not of our products except if this one was realized under our supervision.

Our warranty ceases automatically if our customer has not notified us of the alleged defect within 7 clear days from its discovery. It is incumbent on him to prove the day of this discovery.

 

ARTICLE 9 - FORCE MAJEURE

Are considered as force majeure or fortuitous events, events beyond the control of the parties, that they could not reasonably be expected to predict, and that they could not reasonably avoid or overcome, to the extent that their occurrence renders totally impossible the execution of the obligations.

Are notably assimilated to cases of force majeure or fortuitous discharging our company of its obligation to deliver within the deadlines initially envisaged: the strikes of all or part of the personnel of our company or its habitual carriers, the fire, flood, war, production stoppages due to unforeseen breakdowns, the impossibility of being supplied with raw material, epidemics, thaw barriers, roadblocks, strike or break-up EDF-GDF, or disruption of supply for a cause not attributable to our company, as well as any other cause of supply disruption attributable to our suppliers.

In such circumstances, our company will notify the customer in writing, including by fax or email, within 24 hours of the date of occurrence of events, the contract between our company and the customer then being suspended ipso jure without compensation, to from the date of occurrence of the event.

If the event were to last more than 30 days from the date of its occurrence, the contract of sale concluded by our company and its client may be terminated by the most diligent party, without any of the parties may claim damages.

This termination will take effect on the date of first presentation of the registered letter with acknowledgment of receipt denouncing said sales contract.

ARTICLE 10 - JURISDICTION

10.1 The election of domicile is made by our company, at its head office.

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 our head office. company, regardless of the place of the order, the delivery, and the payment and the mode of payment, and even in the case of a guarantee call or plurality of defendants.

Bills of exchange do not make novation or derogation from this jurisdiction clause.

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 an interim relief.

10.4 In addition, in the event of legal action or any action for recovery of debts by our company, the costs of summons, of justice, as well as the fees of lawyer and bailiff and all the ancillary expenses will be charged to the faulty customer, as well as costs related to or arising from the customer's non-compliance with the payment or delivery terms of the order in question.

ARTICLE 11 - WAIVER

The fact that our company does not avail itself at a given moment of any of the clauses hereof, can not be a waiver of these clauses.

ARTICLE 12 - APPLICABLE LAW

Any question relating to these general conditions of sale as well as the sales that they govern, which would not be treated here, contractual stipulations, will be governed by the French law, to the exclusion of all other rights, and for suppletive, by the Vienna Convention on the International Sale of Goods.

ARTICLE 13 - COMPUTERS AND FREEDOMS

The information collected by the Company laalooluu on the occasion of a sales order is necessary for the management of transactions. This information may be communicated in whole or in part to the providers of the Company laalooluu as part of the execution of the order. The customer is informed that the same personal data may be collected by the bodies in charge of the fight against fraud credit card. In addition, in accordance with the Data Protection Act No. 78_17 of January 6, 1978, the customer has a right of access, rectification, opposition and deletion of data concerning him.